Local Transfer Agreements definition

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

Local Transfer Agreements means those certain local transfer agreements, each of which shall be executed after the date of this Agreement, governing the terms and conditions for the transfer of the Business, including the Acquired Assets, Designated Employees and Assumed Liabilities, in the applicable Local Transfer Jurisdictions.

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

• 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.

• 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.

• 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.

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

• Arrangements relating to the subject matter of this Agreement outside the United States shall be subject to the provisions of this Agreement, except as otherwise required by applicable Law or expressly provided in applicable Local Transfer Agreements.

More Definitions of Local Transfer Agreements

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 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 shall have the meaning set forth in Section 8.2(d).

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).

Local Transfer Agreements means the various transfer agreements, including local contracts of assignment and assumption ("Local Contracts of Assignment"), local asset transfer agreements ("Local Asset Transfer Agreements") and the stock purchase agreement in Japan ("Japanese Stock Purchase Agreement") executed by the direct and indirect subsidiaries of the Seller and of the Buyer involved in this transaction to effectuate the transfer of the International Network Assets. Each such agreement shall be substantially in the form of Exhibit E, Exhibit F, Exhibit A to the foregoing Exhibit F, or Exhibit L attached hereto and incorporated herein by reference.