Foreign Transfer definition

Foreign Transfer shall have the meaning given such term in the definition of Excess Foreign Transfer.

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Foreign Transfer means any sale, lease or other transfer (other than any Investment made solely with cash that is expressly permitted by Section 6.04) resulting in any asset of GrafTech, Finance or any other Domestic Subsidiary becoming an asset of Luxembourg Parent, Luxembourg Holdco, Swissco or any other Foreign Subsidiary (including in each case, for the avoidance of doubt, (a) any such transfer resulting from any assumption of Indebtedness, assets or liabilities or from any merger or consolidation and (b) any such transfer that would constitute an Investment in Luxembourg Parent, Luxembourg Holdco, Swissco or such other Foreign Subsidiary); provided that none of the following transactions shall be a Foreign Transfer:

Foreign Transfer shall have the meaning prescribed to such term in Section 2.1.

Examples of Foreign Transfer in a sentence

• This Agreement governs responsibilities of the parties with respect to filing Tax Returns relating to Foreign Transfer Taxes, paying Foreign Transfer Taxes reflected on such Tax Returns to the applicable governmental authority and conducting Proceedings relating to Foreign Transfer Taxes.

• Seller and Buyer shall not, and shall cause their respective Affiliates not to, bring any claim for any cause of action under any Foreign Transfer Agreement.

• Adjusted Foreign Transfer Taxes shall be shared by the parties as provided in the Distribution Agreement.

• The ED&F Parties shall not bring any claim against Parent or any Buying Subsidiary, and Parent and the Buying Subsidiaries shall not bring any claim against any ED&F Party, in respect of or based upon the Foreign Transfer Agreements except to the extent necessary to implement any transfer of a Transferred Company in accordance with this Agreement.

• Any Foreign Transfer that ----------------- occurs after the Assumption Time shall be effected pursuant to a binding commitment in existence at the Assumption Time.

• Subject to subparagraph (c) above regarding Foreign Transfer Taxes, any Foreign Tax attribute generated by ▇▇▇▇▇▇▇ or Energizer shall, to the extent permitted by the applicable law of the Tax jurisdiction in question, remain with ▇▇▇▇▇▇▇ or Energizer, respectively, or the appropriate entity.

• In the event of any conflict between the terms of the Foreign Transfer Agreements and this Agreement, the parties agree and acknowledge that the terms of this Agreement shall control and that, if necessary, the parties shall deliver such additional instruments as may be reasonably necessary to accomplish the foregoing, so far as permissible under the Law of the relevant jurisdiction.

• Foreign Tax Returns required to be prepared and filed by Energizer relating to the transfer of shares of stock of Energizer Foreign Affiliates to Energizer, must be provided to ▇▇▇▇▇▇▇ by Energizer at least ten (10) days prior to the due date for such Tax Returns so that ▇▇▇▇▇▇▇ may timely make any payment of Foreign Transfer Taxes due with respect to such Foreign Tax Return.

• Notwithstanding the foregoing, no transaction may be effected in reliance on any of paragraphs (a) through (k) above if such transaction would constitute or result in an Excess Foreign Transfer.

• Parent and Technologies understand and acknowledge that certain trade and government receivables of the chemical operations of the current UK and Irish affiliates of Parent (the "Retained Receivables") are being withheld from the Foreign Restructuring transactions in these jurisdictions in order to minimize the amount of Foreign Transfer Taxes payable in each of these jurisdictions.

More Definitions of Foreign Transfer

Foreign Transfer means any sale, lease or other transfer (other than any Investment made solely with cash that is expressly permitted by Section 6.04) resulting in any asset of GrafTech, Finance or any other Domestic Subsidiary becoming an asset of Swissco or any other Foreign Subsidiary (including in each case, for the avoidance of doubt, (a) any such transfer resulting from any assumption of Indebtedness, assets or liabilities or from any merger or consolidation and (b) any such transfer that would constitute an Investment in Swissco or such other Foreign Subsidiary); provided that none of the following transactions shall be a Foreign Transfer:

Foreign Transfer. As defined in the preambles.

Foreign Transfer means a payment to a bank or other recipient outside the United States. These wire may be completed by a combination of Fedwire, correspondent banks and SWIFT (Society for Worldwide Interbank Financial Telecommunication).