Country Unit definition
Examples of Country Unit in a sentence
The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing.
For the purposes of clarification only, Seller will retain all accounts payable and accounts receivable with respect to each Country Unit arising out of the operation or conduct of the Business before the Applicable Closing and, except as set forth in Section 2.02(h) of the Disclosure Letter, the only purchase price adjustment after any Closing will be the adjustment pursuant to this Section 2.04.
The provision of Distribution Services in each applicable Non-Principal Country Unit will be subject to the terms and conditions of this Agreement.
Schedule 2.03(b) to the Disclosure Letter sets forth Seller’s good-faith estimate as of the date of this Agreement of the portion of the Purchase Price to be allocated to each Country Unit identified therein for payment in a Foreign Currency.
From the date of this Agreement to the Applicable Closing Date, with respect to each Country Unit, to the extent permitted under applicable Law, each of Buyer and Seller shall, or shall cause its respective Affiliates to, form a team of its personnel (an “Accounts Transfer Team”) to cooperate with the Accounts Transfer Team of the other party to implement the Accounts Transfer with respect to such Country Unit.
The parties shall enter into a distribution arrangement giving effect to the foregoing with respect to such Non-Principal Country Unit pursuant to the Transition Services Agreement.
To the extent required by applicable Law or as deemed necessary by the parties hereto, the provision of the Administrative Services with respect to any applicable Country Unit other than the United States of America will be effected pursuant to an agreement substantially in the form of Exhibit B-1, with such changes as are necessitated by local law (each, a “Country Administrative Services Agreement”).
The provision of Administrative Services with respect to each applicable Country Unit will be subject to the terms and conditions of this Agreement.
Pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing with respect to any Country Unit, Seller will, and will cause the Selling Affiliates to, sell, convey, assign and transfer to Buyer, and Buyer will purchase, acquire and accept, all of Seller’s and each Selling Affiliate’s right, title and interest in, to and under the Transferred Assets relating to such Country Unit, free and clear of any Liens (other than Permitted Liens).
To the extent required by applicable Law or as deemed necessary by the parties hereto, the provision of the Distribution Services in any applicable Non-Principal Country Unit will be effected pursuant to an agreement substantially in the form of Exhibit B-2, with such changes as are necessitated by local law (each, a “Country Distribution Services Agreement”).