Local Transfer Agreement definition

Local Transfer Agreement means any agreement entered into for the purpose of effecting the Separation Transactions in accordance with the Laws of an applicable jurisdiction, including those set forth on Section 1.01(f) of the Disclosure Letter, other than any Master Ancillary Agreement.

Local Transfer Agreement means any agreement set forth on Schedule XXIII.

Local Transfer Agreement means any agreement set forth on Schedule XXII.

Examples of Local Transfer Agreement in a sentence

• Each Party hereto shall, and shall cause each of its Subsidiaries to, implement the provisions of and the transactions contemplated by the Local Transfer Agreement in accordance with the immediately preceding sentence.

• To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

• Each Party hereto shall, and shall cause each of its Subsidiaries to, implement the provisions of and the transactions contemplated by the Local Transfer Agreement or Local Implementing Agreement in accordance with the immediately preceding sentence.

• In the event of conflict or inconsistency between the provisions of this Agreement, on the one hand, and the provisions of any Local Transfer Agreement or Local Implementing Agreement (including any provision of a Local Transfer Agreement or Local Implementing Agreement providing for dispute resolution mechanisms inconsistent with those provided herein), on the other hand, the provisions of this Agreement shall prevail and remain in full force and effect.

• To the extent any Local Transfer Agreement has included representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

More Definitions of Local Transfer Agreement

Local Transfer Agreement means any agreement entered into for the purpose of effecting the Separation Transactions in accordance with the Laws of an applicable jurisdiction, including those set forth on Schedule 1.01(e), other than any Master Ancillary Agreement.

Local Transfer Agreement means any agreement entered into for the purpose of effecting the Separation Transactions in accordance with the Laws of an applicable jurisdiction, including those set forth on Schedule XXI.

Local Transfer Agreement means any agreement set forth on Schedule XXVII.

Local Transfer Agreement means those certain local purchase and sale agreements substantially in the form of Exhibit T hereto to be entered into at the Closing (or the Deferred Closing, if applicable) in respect of the Purchased Assets and Assumed Liabilities in each Specified Jurisdiction (but not in any other jurisdiction), with such modifications and additional related documents as mutually agreed by the Parties or as required by applicable Law to effect the transfer and assignment of the Purchased Assets and the assumption of the Assumed Liabilities and the transfer of employment of the Business Employees in the applicable jurisdiction on the terms and subject to the conditions of this Agreement.

Local Transfer Agreement means any agreement or instrument of conveyance or assumption entered into or delivered in connection with the transfer of the Transferred Equity Interests or the Transferred Assets to Buyer or for Buyer to assume the Assumed Liabilities, in any jurisdiction where the Business is organized or operates (including, with respect to each Transferred Owned Real Property, a quitclaim deed (or local equivalent) in customary form and substance reasonably satisfactory to Seller and Buyer).

Local Transfer Agreement means any agreement set forth on Schedule XXII. “Managing Party” has the meaning set forth in Section 6.11(e).

Local Transfer Agreement means one or more short-form agreements for the purpose of implementing the transfer to Purchaser of certain of the Transferred Assets and Transferred Employees and the assignment and assumption by Purchaser of certain of the Assumed Liabilities located in non-U.S. jurisdictions, in such forms as may be mutually agreed upon by the Seller and Purchaser, in each case, as may be reasonably necessary to comply with applicable local Law; provided that such agreements shall be consistent with the terms of this Agreement and effect such transactions in a manner designed to achieve the intended outcome of the transactions contemplated by this Agreement.