Examples of Local Purchaser in a sentence
To the extent that the relevant social media platform does not permit transfers of ownership or registration, the Local Seller will do all things reasonably required by the Purchaser in order to provide the Local Purchaser with the benefit of the applicable social media property to the Local Purchaser.
On and from the Separation Effective Time, in respect of each Forward Carve-Out, Local Seller shall transfer, convey, assign and deliver the Assets in respect of the Local Business, free from any Encumbrances other than Permitted Encumbrances, and the Local Purchaser shall accept all of the Local Seller’s right, title and interest in, to and under such Assets, on and subject to the terms of this Clause 5 as applicable.
The provisions of Schedule 6 shall apply in relation to the Employees and the transfer of the employment of the Employees to the Purchaser or a Local Purchaser and ancillary matters.
As of the date hereof, Seller does not have Knowledge of any breach by Purchaser or a Local Purchaser of any of their respective representations, warranties or covenants contained in this Agreement or any Ancillary Agreement that would entitle Seller to claim any rights under any provision of Article VII of this Agreement.
The parties hereto agree that any Local Purchase Price paid by a Local Purchaser shall constitute a reduction (on a dollar for dollar basis) to the Purchase Price paid by the Purchaser hereunder, such that the total purchase price for the Purchased Business globally remains constant.
Any Taxes or fees resulting from any subsequent transfer or encumbrance, other than by Seller or a Local Seller to Purchaser or a Local Purchaser at Closing hereunder, of all or any portion of the Business or any assets or liabilities thereof on or subsequent to the Closing shall be borne entirely by Purchaser.
To the extent that any Vendor does bring a claim (save as referred to above), the Principal Vendor shall indemnify the Purchaser and each relevant Local Purchaser against all Losses which it may suffer through or arising from the bringing of such a claim against it.
If, following the Separation Effective Time, the Local Seller acquires further or better title or right to such Stock that title or right shall automatically vest in the relevant Local Purchaser without any further action being required.
The Purchase Price and any other sum payable by Purchaser or a Local Purchaser under this Agreement or a Local Asset Transfer AGREEMENT shall be exclusive of any form of Taxes levied by reference to added value or sale of goods or services (including, without limitation, all such value added taxes and sales taxes as may be levied in accordance with Directive 77/388/EEC) whenever and wherever imposed ("Sales Taxes").
To the extent that any payment is made by the Sellers under this Agreement by way of or adjustment to the price of a particular DivestCo or any other payment under this Agreement to the Purchaser (e.g. for any claims) such payment is received by the Purchaser as agent for the Local Purchaser or other entity acquiring the relevant DivestCo under this Agreement (unless the Purchaser is itself the acquirer of the DivestCo, in which case it is received by the Purchaser as principal).