Local Transfer Agreements definition

Local Transfer Agreements means the agreements and instruments providing for the sale, transfer, conveyance, assignment, assumption or delivery of any Transferred Asset or Liability or equity interest, as would be required or advisable pursuant to, or to comply with, requirements of applicable local Law to be documented separately from this Agreement, as further determined in accordance with Section 6.2(a).

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Local Transfer Agreements means the agreements necessary to effect the Non-US Plan (as defined in the Separation Agreement).

Local Transfer Agreements means the Transfer Documents entered into between members of the Parent Group, on the one hand, and members of the SpinCo Group, on the other hand, to effectuate the transfers of Assets and Liabilities between members of the Parent Group and the SpinCo Group in connection with the Separation, either prior to the date of this Agreement or as contemplated by Section 2.19.

Examples of Local Transfer Agreements in a sentence

The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements.
Parent and SpinCo shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements and Local Transfer Agreements.
Local Transfer Agreements" means the agreements necessary to effect the Non-US Plan (as defined in the Separation Agreement).
This Agreement and all Ancillary Agreements and Local Transfer Agreements may be terminated and the Transactions may be amended, modified or abandoned at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated, except by an agreement in writing signed by a duly authorized officer of each of the Parties.
Other than as set forth in the immediately prior sentence, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Transfer Documents (including the Local Transfer Agreements), the terms of this Agreement shall control to the extent of such conflict or inconsistency.

More Definitions of Local Transfer Agreements

Local Transfer Agreements has the meaning set forth in Section 1.3(b).

Local Transfer Agreements has the meaning set forth in the Separation Agreement.

Local Transfer Agreements means the agreements, in a form to be agreed by the Parties as necessary to comply with applicable local governing Law to effect the transfer of the Acquired Assets and the assumption of the Assumed Liabilities located in a particular jurisdiction, which, subject to the terms and conditions of this Agreement, are to be signed at or prior to Closing, pursuant to which, among other things, for the consideration stated herein, certain Sellers shall grant, sell, transfer, convey, assign and deliver to certain Buyers, and such Buyers shall purchase and accept from such Sellers, all right, title, and interest of such Sellers in and to the specific items of Acquired Assets owned by such Sellers, and such Buyers agree to assume certain Assumed Liabilities of such Sellers, all in accordance with and pursuant to the terms and conditions therein and in accordance with the governing Law set forth in such Local Transfer Agreements.

Local Transfer Agreements means the instruments of assignment and transfer, in form and substance reasonably acceptable to Parent and Buyer and as required pursuant to the applicable jurisdiction, to be duly executed by Parent or the applicable Sellers at the Closing, evidencing the transfer of the Equity Interests to Buyer or its applicable Affiliate.

Local Transfer Agreements means those certain asset transfer agreements substantially in the form of Exhibit Z hereto to be entered into at Closing in respect of the Transferred 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 Transferred Assets and the assumption of the Assumed Liabilities and the transfer and employment of the Transferred Employees in the applicable jurisdiction on the terms and subject to the conditions of this Agreement.

Local Transfer Agreements. (as defined in the 3M SDA). “3M Trademark Letter Agreement” means that certain letter agreement to be delivered by Seller to Buyer at the Closing in substantially the form attached as Exhibit B hereto. “Accounting Principles” means the accounting principles, policies, procedures and methodologies attached as Exhibit A hereto. “Additional Payment Amount” means (a)(i) the Final Net Working Capital minus

Local Transfer Agreements means the agreements with respect to the transfer of assets and liabilities and the provision of transitional services between Subsidiaries in the MMI Group and the Millipore Group in jurisdictions outside of the United States necessary to effect the Non-U.S. Plan (as defined in the Separation Agreement).