Local Implementing Agreements definition

Local Implementing Agreements means the various Share transfer agreements, Purchased Asset transfer agreements and other agreements and the schedules and exhibits thereto to be entered into by Purchaser and the Purchaser Designated Affiliates and the applicable Sellers for purposes of implementing the sale, transfer, conveyance, and assignment, as applicable, of the applicable Sellers’ right, title and interest in the Shares and the other Purchased Assets to, and the employment of the Business Employees consistent with Section 6.6 by, Purchaser and such Purchaser Designated Affiliates, and the assumption of the Assumed Liabilities, as the case may be, in the appropriate jurisdictions, prepared and executed in accordance with Section 6.14. The Parties agree that the Local Implementing Agreements shall not expand or limit the rights and obligations of the Parties or their Affiliates beyond those provided for in this Agreement, and that the Local Implementing Agreements shall not provide for any additional rights, obligations or indemnities of the Parties or their Affiliates, that are not provided for in this Agreement. For clarity, the Indirect Transfers shall be effected pursuant to a Local Implementing Agreement.
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Local Implementing Agreements means the various agreements and the schedules and exhibits thereto to be entered into by Purchaser and the Purchaser Designees and certain of the Sellers for purposes of implementing the sale, transfer, conveyance, assignment and assumption, as applicable, of the Purchased Assets, the Assumed Liabilities and the Shares to Purchaser and such Purchaser Designees, as the case may be, by such Sellers and with such modifications as may be reasonably determined by Purchaser or Seller Parent to comply with local applicable Law, in the appropriate jurisdictions, substantially in the form set forth in Exhibit A hereto, in addition to any interim business agreement in a form to be agreed to by the Parties (each a "Interim Business Agreement").
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Local Implementing Agreements in Section 1.1 of the SAPA shall be understood to include the various share transfer agreements, Purchased Asset transfer agreements and other agreements and the schedules and exhibits thereto entered into by Seller Parent and its applicable Affiliates, on the one hand, and a Conveyed Subsidiary or Subsidiary thereof, on the other hand, in connection with the Seller Internal Restructurings and for purposes of implementing the eventual sale, transfer, conveyance, and assignment, as applicable, of the applicable Sellers’ right, title and interest in the Shares and the other Purchased Assets to, and the employment of the Business Employees consistent with Section 6.6 of the SAPA by, directly or indirectly through the transfer of the Shares or the equity interests of Subsidiaries of the Conveyed Subsidiaries, Purchaser and the Purchaser Designated Affiliates, and the assumption of the Assumed Liabilities, as the case may be, in the appropriate jurisdictions, and shall also include the global assignment and assumption agreement and the global xxxx of sale which shall be entered into, effective as of the Closing, by and between Seller Parent and Purchaser.
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Examples of Local Implementing Agreements in a sentence

  • In the event of termination of this Agreement prior to the Closing pursuant to Section 9.1, the Parties shall, and shall cause their applicable Affiliates to, take all action necessary to terminate any Ancillary Agreements, including any Local Implementing Agreements, entered into as of or prior to such time.

  • Seller Parent and Purchaser shall cooperate in the preparation of such Local Implementing Agreements, which shall be prepared substantially in the form set forth in Exhibit A with only such changes as necessary to comply with applicable Law of such foreign jurisdictions.

  • In the event of any conflict between the terms of such Local Implementing Agreements and this Agreement, Seller Parent and Purchaser agree and acknowledge that the terms of this Agreement shall control and that, if necessary, Seller Parent and Purchaser shall, and shall cause their respective Affiliates to, deliver such additional instruments as may be necessary to accomplish the foregoing.

  • To the extent of any schedules to any such Local Implementing Agreements, the Parties agree that such schedules shall be provided for convenience only and, as applicable, to satisfy requirements of applicable Law.

  • In the event of termination of this Agreement prior to the Closing pursuant to Section 9.1, the Parties shall, and 184 shall cause their applicable Affiliates to, take all action necessary to terminate any Ancillary Agreements, including any Local Implementing Agreements, entered into as of or prior to such time.

  • As promptly as reasonably practicable after the date hereof, Seller Parent and Purchaser shall cause the Local Implementing Agreements to be prepared and, at or prior to the Closing Date, executed by the applicable Sellers and Purchaser Designated Affiliates.

  • Seller Parent and Purchaser agree that such Local Implementing Agreements shall not expand or limit the rights and obligations of the Sellers, on the one hand, and Purchaser and the Purchaser Designees, on the other hand, beyond those provided for in this Agreement, and that the Local Implementing Agreements shall not provide for any additional rights or obligations of the Sellers, Purchaser or the Purchaser Designees that are not provided for in this Agreement.

  • As promptly as reasonably practicable after the date hereof, Seller Parent and Purchaser shall cause the Local Implementing Agreements to be prepared and, at or prior to the Closing Date, executed by the applicable Sellers and Purchaser Designees.

  • Seller Parent and Purchaser agree that such Local Implementing Agreements shall not expand or limit the rights and obligations of the Sellers, on the one hand, and Purchaser and the Purchaser Designated Affiliates, on the other hand, beyond those provided for in this Agreement, and that the Local Implementing Agreements shall not provide for any additional rights or obligations of the Sellers, Purchaser or the Purchaser Designated Affiliates that are not provided for in this Agreement.


More Definitions of Local Implementing Agreements

Local Implementing Agreements means the various transfer agreements and other agreements and the schedules and exhibits thereto to be entered into solely by the relevant Transferors and Transferees for the purposes of implementing the sale, transfer, conveyance, and assignment, as applicable, of the applicable Transferor’s right, title and interest in the Transferring Assets and Transferring Businesses to, [and the employment of the Consumer Healthcare Business employees by,] the relevant Transferee, and the assumption of the Assumed Consumer Healthcare Business Liabilities, as the case may be, in the Jurisdictions, prepared and executed in accordance with the terms of this Agreement, including but not limited to those agreements specified in each of Schedules 1 to 16, solely for the purposes of complying with local law in the Jurisdictions and not for any other purpose.
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Local Implementing Agreements means the various Share transfer agreements, Purchased Asset transfer agreements and other agreements and the schedules and exhibits thereto to be entered into by Purchaser and the Purchaser Designated Affiliates and the applicable Sellers for purposes of implementing the sale, transfer, conveyance, and assignment, as applicable, of the applicable Sellers’ right, title and interest in the Shares and the other Purchased Assets to, and the employment of the Business Employees consistent with Section 6.6 by, Purchaser and such Purchaser Designated Affiliates, and the assumption of the Assumed Liabilities, as the case may be, in the appropriate jurisdictions, prepared and executed in accordance with Section 6.14 . The Parties agree that the Local Implementing Agreements shall not expand or limit the rights and obligations of the Parties or their Affiliates beyond those provided for in this Agreement, and that the Local Implementing Agreements shall not provide for any additional rights, obligations or indemnities of the Parties or their Affiliates, that are not provided for in this Agreement. For clarity, the Indirect Transfers shall be effected pursuant to a Local Implementing Agreement.
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Local Implementing Agreements means, collectively, the Japan Implementing Agreement, the Spain Implementing Agreement, the Netherlands Implementing Agreement, the Germany Implementing Agreement, the UK Implementing Agreement, the France Implementing Agreement, the Belgium Implementing Agreement, the Portugal Implementing Agreement, the Guam Implementing Agreement, and such other agreements, documents or instruments as may be necessary or desirable to effect the sale, transfer and conveyance of the Purchased Assets, Assumed Liabilities and Shares separately from this Agreement in furtherance of the Laws of any relevant jurisdiction.
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Related to Local Implementing Agreements

  • Project Implementing Entity means a legal entity (other than the Recipient or the Guarantor): (a) that is responsible for implementing all or a part of the Project; and (b) which is a party to the Project Agreement. If the Bank enters into a Project Agreement with more than one such entity, “Project Implementing Entity” refers separately to each such entity.

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Construction Agreements means agreements to which Tenant is a party for Construction Work, rehabilitation, alteration, repair, replacement or demolition performed pursuant to this Lease.

  • Services Agreement means an agreement entered into between a Utility and one or more Affiliates for the provision of Shared Services or For Profit Affiliate Services and shall provide for the following matters as appropriate in the circumstances:

  • Reconstitution Agreements The agreement or agreements entered into by the Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans sold hereunder, in connection with a Whole Loan Transfer, Agency Transfer or a Securitization Transaction pursuant to Section 13, including, but not limited to, a seller's warranties and servicing agreement with respect to a Whole Loan Transfer, and a pooling and servicing agreement and/or seller/servicer agreements and related custodial/trust agreement and documents with respect to a Securitization Transaction.

  • Implementing Entity means the [Implementing Entity] that is the party to this Agreement and the recipient of the Grant;

  • Project Implementing Entity’s Legislation means the Charter of the Municipal Development Fund established pursuant to Decree No. 118 of the Government of Georgia dated July 23, 2005, as amended to date.

  • Transition Services Agreements means the transition services agreements between the Purchaser and one or more of the Sellers in substantially the forms attached hereto as Exhibit D and Exhibit E.

  • Construction Services Agreement means this Construction Services Agreement, together with any duly authorized and executed amendments hereto.

  • Implementing Agencies means the United Nations Development Programme (UNDP), the United Nations Environment Programme (UNEP), and the World Bank in accordance with paragraph 22 of the Instrument.

  • Interconnection Agreements means, collectively, (a) an agreement by and among Owner, TransÉnergie and ISO-NE that sets forth such parties’ respective rights and obligations following the interconnection at the U.S. Border of the NECEC Transmission Line with the Québec Line and (b) an agreement by and between Owner and ISO-NE that sets forth such parties’ respective rights and obligations following the interconnection at the Delivery Point of the NECEC Transmission Line with certain transmission facilities operated by ISO-NE. The Interconnection Agreements shall address cost responsibilities among entities other than the Distribution Company and the other RFP Sponsors and shall include provisions, both technical and otherwise, for safe and reliable interconnected operations of the HVDC Transmission Project following Commercial Operation (including use of the HVDC Transmission Project for the delivery of electric power in emergency circumstances).

  • Services Agreements means the Outsourcing Master Services Agreements between MBL and MGL dated November 15, 2007, and between the Non-Banking Holdco and MGL dated December 10, 2007, and any supplements or amendments thereto;

  • Master Services Agreement means the master services agreement dated as of the date hereof, among the Service Providers, the Partnership, the Holding LP, the Holding Entities and others;

  • Support Agreements has the meaning set forth in the Recitals.

  • Regulatory Services Agreement means the agreement between BSEF and the Regulatory Services Provider whereby the Regulatory Services Provider provides market surveillance and trade practice surveillance functions as well as other compliance related services to the SEF operated by BSEF.

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Existing Agreements has the meaning as set forth in Section 3.2 hereof.

  • Shared Services Agreement means an agreement entered into between two or more municipalities, including the District Municipality, whereby the participating municipalities agree to share services described in the agreement;

  • Implementing Agency means the "Division of Waste Management."

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Transition Services Agreement means a transition services agreement substantially in the form attached hereto as Exhibit C to be entered into between Seller and Purchaser at the Closing.

  • Technical Services Agreement means the Technical Services Agreement between Cheniere LNG, Inc. and Contractor, dated June 7, 2010.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Reconstitution Agreement The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization Transaction.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • PJM Agreements means the PJM OATT, PJM Operating Agreement, PJM RAA and any other applicable PJM manuals or documents, or any successor, superseding or amended versions thereof that may take effect from time to time.