Local Purchase Agreements means the agreements to be entered into by Seller and/or the other Asset Selling Entities and Purchaser (or any of its Affiliates) for purposes of implementing the sale, transfer, conveyance, assignment, delivery and assumption, as applicable, of the Transferred Assets and Assumed Liabilities to Purchaser, by such Seller and/or other Asset Selling Entities, as the case may be, in the jurisdictions provided in Section 5.16, (a) in the case of each jurisdiction provided in Section 5.16(a) (other than France, Germany or the Netherlands), in substantially the form attached hereto as Exhibit D-1 and with such modifications, amendments or supplements (i) as may be necessary to (A) comply with Law in the applicable jurisdiction, or (B) properly account for the Transferred Assets and Assumed Liabilities that are the subject of the applicable agreement, or (ii) as may be otherwise reasonably agreed to by Purchaser and Seller, (b) in the case of France, in substantially the form attached hereto as Exhibit D-2 and with such modifications, amendments or supplements (i) as may be necessary to (A) comply with applicable French Law, or (B) properly account for the Transferred Assets and Assumed Liabilities that are the subject of the agreement, or (ii) as may be otherwise reasonably agreed to by Purchaser and Seller (such local purchase agreement contemplated by this clause (b), the “French Local Purchase Agreement”), (c) in the case of Germany, in substantially the form attached hereto as Exhibit D-3 and with such modifications, amendments or supplements (i) as may be necessary to (A) comply with applicable German Law, or (B) properly account for the Transferred Assets and Assumed Liabilities that are the subject of the agreement, or (ii) as may be otherwise reasonably agreed to by Purchaser and Seller and (d) in the case of the Netherlands, in substantially the form attached hereto as Exhibit D-4 and with such modifications, amendments or supplements (i) as may be necessary to (A) comply with applicable Dutch Law, or (B) properly account for the Transferred Assets and Assumed Liabilities that are the subject of the agreement, or (ii) as may be otherwise reasonably agreed to by Purchaser and Seller (such local purchase agreement contemplated by this clause (d), the “Dutch Local Purchase Agreement”).
Local Purchase Agreements means one or more agreements in the forms mutually agreed by the Parties, each acting in good faith, each of which will be between the Seller or a Seller Affiliate on the one hand and the Purchaser or an Affiliate of the Purchaser on the other hand, for the purchase and sale of a portion of the Transferred Assets under the laws and practice of a local jurisdiction, to the extent reasonably requested by the Purchaser or the Seller, which shall be subject to the terms and conditions of this Agreement.
Local Purchase Agreements shall have the meaning set forth in the second "Whereas" clause of this Agreement.
Examples of Local Purchase Agreements in a sentence
The Parties shall (i) file any Tax Returns required to be filed for purposes of any Transfer Taxes as a result of signing of this Agreement or Closing (including, for the avoidance of doubt, those arising pursuant to the Local Purchase Agreements) and (ii) cooperate as reasonably requested by the other party and keep each other reasonably informed in relation to any Transfer Taxes.
Notwithstanding any other provision of this Agreement, all Taxes with respect to any excise, sales, use, transfer (including real property transfer), stamp, documentary, filing, recordation and other similar Taxes arising directly or indirectly from the signing of this Agreement or Closing (including, for the avoidance of doubt, those arising pursuant to the Local Purchase Agreements) (“Transfer Taxes”) shall be borne fifty percent (50% by Buyer and fifty percent (50%) by Seller.
Seller shall have received (i) the items contemplated by Section 2.2(c)(i), (ii) the Local Purchase Agreements, (iii) the Transition Services Agreement, (iv) the Stockholder Agreement, and (v) the instrument of assumption contemplated by Section 2.2(c)(ii), in each case, to the extent applicable, duly executed by Buyer or its applicable Subsidiary.
The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by each of Seller, the FH Asset Sellers and the FH Share Sellers, and each other Affiliate of Seller to the extent party thereto.
No other corporate proceedings on the part of Seller, the FH Asset Sellers and the FH Share Sellers, or any other Affiliate of Seller, are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
More Definitions of Local Purchase Agreements
Local Purchase Agreements means the local purchase agreements between the entities listed in Schedule 1.1(c), subject to the terms and conditions of this Agreement and in substantially the same form as Exhibit D in all material respects and with the trade terms specified in Schedule 1.1(c), subject to any applicable changes related to the Laws and practice of the applicable local jurisdiction for each such agreement and any other changes necessary to give effect to the purchase and sale of the portion of the Transferred Assets being transferred pursuant to each such agreement.
Local Purchase Agreements means the several Local Purchase Agreements, each in the agreed form, to be entered into by those Share Sellers set out in Schedule 1, on the one hand, and those Share Buyers set out in Schedule 1 on the other hand, providing for the sale and transfer of certain Target Company Shares set out in Schedule 1;
Local Purchase Agreements means the several Local Purchase Agreements and the Schedules and Exhibits thereto to be entered into by the Local Sellers, on the one hand, and the Buyer and Buyers Subs, on the other hand, providing for the sale, conveyance, assignment, transfer, delivery and, as applicable, the license, sublicense, lease or sublease, of the Local Shares, the Local Transferred DTI Assets and the Directly Transferred Local Joint Venture Interests, in all material respects, including only in the case of DuPont Textiles and Interiors France SAS (and such other companies, Assets and Joint Ventures as DuPont and Buyer mutually agree), the portion of the Local Closing Purchase Price attributable thereto, in the form attached as Exhibit I.
Local Purchase Agreements means the agreements to be entered into by Seller and/or the other Asset Selling Entities and Purchaser (or any of its Affiliates) for purposes of implementing the sale, transfer, conveyance, assignment, delivery and assumption, as applicable,
Local Purchase Agreements means the purchase agreements to be concluded between the Selling Subsidiaries and the Purchasing Subsidiaries for the sale of the Companies and the Assets as described in art. 3.1 of this Agreement.
Local Purchase Agreements means the several Local Purchase Agreements and the Schedules and Exhibits thereto to be entered into by those Sellers set forth in Section 1.1(8) of the Sellers' Disclosure Schedule, on the one hand, and those Designated Buyers set forth in Section 1.1(8) of the Sellers' Disclosure Schedule (as such schedule may be updated or modified by Buyer from time to time with the consent of Parent, such consent not to be unreasonably withheld) on the other hand, providing for the sale, conveyance, assignment, transfer, delivery and, as applicable, the license, sublicense, lease or sublease, of certain Purchased Assets, Analytical Technologies Companies Stock, Joint Venture Interests, specified Assets or Liabilities of any Analytical Technologies Company or Joint Venture ("Specified Assets"), and/or Assumed Liabilities in the jurisdictions set forth in Section 1.1(8) of the Sellers' Disclosure Schedule (as such schedule may be updated or modified by Buyer from time to time with the consent of Parent, such consent not to be unreasonably withheld), such agreements to be in a condensed version of this Agreement to be reasonably and mutually agreed upon by Buyer and Parent, except (as Buyer and Parent shall reasonably agree) for (i) the deletion of provisions which are inapplicable to such Purchased Assets, Analytical Technologies Companies Stock, Joint Venture Interests or Assumed Liabilities covered by such Local Purchase Agreement; (ii) such changes as may be necessary to satisfy the requirements of applicable local Laws; (iii) such changes as may be reasonably agreed upon by Parent and Buyer regarding employees and employee benefits matters in order to adapt such Local Purchase Agreement to the particular circumstances of the relevant Asset Seller, Analytical Technologies Company, Joint Venture and country; provided that such changes shall be consistent with the principles underlying the corresponding provisions of this Agreement; (iv) provisions dealing with Tax matters and Tax elections to provide that the Purchased Assets and the Analytical Technologies Company Stock are transferred in a reasonably tax-efficient manner and to minimize the Transfer Tax costs associated with the transfer of the relevant property to the extent reasonably practicable; and (v) such other changes as may be reasonably agreed by Parent and Buyer.
Local Purchase Agreements means the four Local Purchase Agreements and the Schedules and Exhibits thereto to be entered into by the Local Entity Sellers and Local Asset Sellers, as the case may be, on the one hand, and Horizon OP or its designated Horizon Subsidiaries, on the other hand, providing for the sale, conveyance, assignment, transfer, delivery and, as applicable, the license, sublicense, lease or sublease, of the Local Stock Transfer Shares and the Local Directly Acquired Assets, as the case may be, in all material respects (including with respect to the portion of the Local Other Closing Transaction Purchase Price set forth therein), with respect to (A) the Acquired Hotel identified as the “Westin Palace Madrid” on Schedule 10.1(d), in the form of Exhibit Y-1, (B) the Acquired Hotel identified as the “Westin Europa & Rxxxxx” on Schedule 10.1(d), in the form of Exhibit Y-2 and (C) the Acquired Hotels identified as the “Westin Palace Milan” and the “Sheraton Roma Hotel & Convention Centre” on Schedule 10.1(d), in the form of Exhibit Y-3.