Local Transfer Document definition

Local Transfer Document has the meaning given to it in Clause 2.6.1;

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Local Transfer Document means any transfer agreement between a Buyer's Group Company and a Seller's Group Company to be entered into at Completion in respect of parts of the Business located in a particular 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 the relevant parts of the Business in that jurisdiction (including the transfer and employment of any Employees) on and subject to the terms of this Agreement;

Local Transfer Document has the meaning given to it in Clause 2.3 (a); “Long Stop Date” means 6 October 2017 or such other date as the Parties may agree in writing; “Loss” or “Losses” means all losses, liabilities, actions and claims, including charges, costs, damages, fines, penalties, interest and all legal and other professional fees and expenses, including, in each case, all related Taxes; “Material Contract” means any contract to which a Group Company or a Business Seller is a party to, or bound by, which for the previous financial year had, or for the current financial year is expected to have, revenue or expenditure of more than EUR 500,000 per annum; “Material Environmental Contracts” means all contracts, agreements, binding obligations or covenants which concern (in whole or in part) a Hazardous Substance, the protection of, or prevention of harm to, the Environment or the carrying out of any Remedial Action and which are, or are likely 11 to be, material to any Group Company or Group Business’s business, profits, assets (including properties) or prospects; “Material IP Licences” has the meaning set out in paragraph 18.7 of Schedule 3 (Warranties); “Moveable Assets” means the furniture, trade utensils, computer hardware and peripherals, telecommunications equipment and infrastructure, other information technology related to plant and equipment, plant and machinery, vehicles and other equipment and other chattels (whether or not physically located at the Properties) which are owned by a member of the Seller’s Group and used predominantly in relation to the Group Businesses including but not limited to those items listed in Schedule 17; “Monsanto” means the Monsanto Company; “Monsanto Supply Agreement” means the glyphosate supply agreement between Scotts France SAS and Monsanto International S.A. dated 31 March 2005; “New Project IP” means all Intellectual Property owned by any member of the Purchaser Group arising out of, or in connection with, the New Projects whether prior to Completion or in the nine months post-Completion, including:

Examples of Local Transfer Document in a sentence

Title shall be transferred by the applicable Local Transfer Document.
A party shall be entitled to make more than one claim under this Agreement arising out of the same subject matter, fact, event or circumstance but shall not be entitled to recover under this Agreement or any Local Transfer Document or the Tax Indemnity or otherwise more than once in respect of the same Losses suffered or amount for which the party is otherwise entitled to claim (or part of such Losses or amount), regardless of whether more than one claim arises in respect of it.
No amount (including any relief) (or part of any amount) shall be taken into account, set off or credited more than once under this Agreement or any Local Transfer Document or the Tax Indemnity or otherwise, with the intent that there will be no double counting under this Agreement or any Local Transfer Document and the Tax Indemnity or otherwise.
A party shall be entitled to make more than one claim under this Agreement arising out of the same subject matter, fact, event or circumstance but shall not be entitled to recover under this Agreement or any relevant Local Transfer Document or the Tax Indemnity or otherwise more than once in respect of the same Losses suffered or amount for which the party is otherwise entitled to claim (or part of such Losses or amount), regardless of whether more than one claim arises in respect of it.
Failure to give notice within such period shall not affect the rights of the Purchaser to make a relevant claim under this Agreement or any Local Transfer Document for breach of any Seller’s Warranty, except that the failure shall be taken into account in determining the liability of that Seller for such claim to the extent that Seller establishes that the amount of it is increased, or is not reduced, as a result of such failure.
In the event of any conflict between this Agreement and any agreement entered into in connection herewith, including any Local Transfer Document, the provisions of this Agreement will control.
The Purchaser has taken, or will have taken by Closing, all corporate action required by it to authorise it to enter into and to perform this Agreement, any Local Transfer Document to which it is a party and any other documents to be executed by it pursuant to or in connection with this Agreement or any Local Transfer Document.
No Seller shall be liable under this Agreement or any Local Transfer Document in either case in respect of any claim for breach of any Seller’s Warranty in respect of any claim if and to the extent that any allowance, provision or reserve has been properly made in the Closing Statement applicable to that Seller for the matter giving rise to the claim and such Seller can demonstrate that the allowance, provision or reserve so made was in respect of such matter.
No Seller shall be liable under this Agreement or any Local Transfer Document for breach of any such Seller’s Warranties in respect of which the liability is contingent, unless and until such contingent liability becomes an actual liability and is due and payable (but the Purchaser has the right under Clause 11.1 to give notice of such claim before such time).
Notices of claims under this Agreement or any relevant Local Transfer Document for breach of any Seller’s Warranty (other than a Tax Warranty) shall be given by the Purchaser to the relevant Seller within the time limits specified in Clause 10.2 and shall specify information (giving reasonable detail) in relation to the basis of the claim and setting out the Purchaser’s estimate of the amount of Losses which are, or are to be, the subject of the claim.

More Definitions of Local Transfer Document

Local Transfer Document shall have the meaning set forth in Section 2.11.

Local Transfer Document has the meaning set forth in Section 5.9(c). “Losses” – any and all damages, fines, fees, penalties, liabilities, deficiencies, claims, losses, demands, judgments, settlements, actions, obligations and costs and reasonable out-of- pocket expenses (including reasonable fees and expenses of legal advisors and counsel and amounts paid in settlement); provided, that in no event shall Losses include any punitive, special or other similar damages, other than any such damages awarded to, or amounts payable under any contract with, any third party against an Indemnified Party (howsoever denominated) . “Material Adverse Effect” – any fact, circumstance, event, change, effect, condition, or occurrence that, either individually or in the aggregate, (i) is materially adverse to the ownership, use or operation of the Acquired Property in the applicable Territory taken as a whole, (ii) solely for purposes of Section 3.19, would reasonably be expected to result in a material criminal liability for the Company, Purchaser and/or their Representatives following and due to the acquisition of the Acquired Property in the applicable Territory as a result of a breach of Section 3.19 or (iii) would reasonably be expected to prevent, impair or materially delay the ability of Seller to perform its obligations hereunder or to consummate the Contemplated Transactions under this Agreement; provided, however, that for the purposes of clause (i), “Material Adverse Effect” shall not include the impact on such Acquired Property in the applicable Territory to the extent arising out of or attributable to (a) conditions or effects that generally affect the Business (including legal and regulatory changes) that do not disproportionately affect the Acquired Property in the applicable Territory relative to other companies that operate in the industry in the same Territory, (b) effects resulting from changes in general economic or political conditions that do not disproportionately affect the Acquired Property in the applicable Territory relative to other companies that operate in the industry in the same Territory, (c) effects resulting from changes affecting capital market conditions that do not disproportionately affect the Acquired Property in the applicable Territory relative to other companies that operate in the industry in the same Territory (including in each of clauses (a), (b) and (c) above, any effects or conditions resulting from an outbreak or escalation of hostilities, war, acts ...

Local Transfer Document is defined in Section 3.29.