Foreign Transfer Agreements. As promptly as practicable after the date hereof, the ED&F Parties, on the one hand, and Parent and the Merger Subs, on the other hand, shall cooperate in good faith and use their commercially reasonable efforts to cause the Foreign Transfer Agreements to be prepared and, prior to or on the Closing Date, executed by the applicable ED&F Party or Affiliate thereof and Parent or an Affiliate of Parent designated for such purpose by Parent (a “Buying Subsidiary”). The parties agree that (i) the Foreign Transfer Agreements are not intended to expand or limit the rights and obligations of the ED&F Parties or their Affiliates, on the one hand, and Parent, either Merger Sub and any Buying Subsidiary on the other hand, beyond those provided for in this Agreement, and (ii) except as may be required by Law, the Foreign Transfer Agreements shall not provide any rights or obligations of the ED&F Parties or their Affiliates, or Parent or the Buying Subsidiaries, in addition to those that are provided in this Agreement. The parties further agree that the Foreign Transfer Agreements shall allocate the Estimated Stock Sale Consideration and the Final Stock Sale Adjustment Amount in accordance with Section 3.3 and that, if there is an adjustment to the payment made on account of the Unadjusted Stock Sale Purchase Price under Section 3.2 which relates to a part of the capital stock of a Transferred Company that is the subject of a Foreign Transfer Agreement, then, if required to implement the adjustment and so far as permissible under the Law of the relevant jurisdiction, ED&F or the relevant Purchase Company Parent and Parent or the relevant Buying Subsidiary shall enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 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. 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 t...
Foreign Transfer Agreements. The parties agree that, in the event of any conflict or inconsistency between the terms of this Agreement and any Foreign Transfer Agreement, the terms of this Agreement shall govern.
Foreign Transfer Agreements. The transfer of each Purchased Foreign Subsidiary and the assignment of the Purchased Assets and assumption of the Assumed Liabilities relating to any portion of the Business located outside of the United States will, to the extent required by Applicable Law, be effected pursuant to individual short-form acquisition agreements (each a “Foreign Transfer Agreement”) on a country-by-country basis in substantially the form attached as Exhibit G to this Agreement; provided that, in each case, the Foreign Transfer Agreements shall serve purely to effect the legal transfer of the applicable Purchased Foreign Subsidiary or the assignment of such Purchased Assets and assumption of such Assumed Liabilities. For the avoidance of doubt, (i) the Foreign Transfer Agreements shall not have any effect on the value being given or received by Seller or Buyer, including the allocation of assets and Liabilities as between them, all of which shall be determined solely in accordance with this Agreement (ii) the Foreign Transfer Agreements shall not have any effect on any of the rights of the parties set forth in this Agreement and (iii) in the event of any conflicts between any Foreign Transfer Agreement and this Agreement, the terms of this Agreement shall control in all respects. 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.
Foreign Transfer Agreements. As promptly as practicable after the date hereof, Sellers, on the one hand, and Buyer, on the other hand, shall cooperate in good faith and use their commercially reasonable efforts to cause the Foreign Transfer Agreements to be prepared and, prior to or on the Closing Date, executed by the applicable Seller, Company or Affiliate thereof and Buyer or an Affiliate of Buyer designated for such purpose by Buyer (a “Buying Subsidiary”). Where a Buying Subsidiary is so designated by Buyer, relevant provisions of this Agreement (including the provisions relating to Tax elections in Section 5.4) will refer to such Buying Subsidiary as may be relevant or necessary. The Parties agree that (i) the Foreign Transfer Agreements are not intended to expand or limit the rights and obligations of the Sellers or their Affiliates, on the one hand, and Buyer and any Buying Subsidiary on the other hand, beyond those provided for in this Agreement, and (ii) except as may be required by Law, the Foreign Transfer Agreements shall not provide any rights or obligations of the Sellers, the Companies, or Buyer or the Buying Subsidiaries, in addition to those that are provided in this Agreement. The Parties further agree that the Foreign Transfer Agreements shall allocate the Purchase Price in accordance with Section 5.4 and that, if there is an adjustment to the Purchase Price under Section 2.2 which relates to the Purchased Canadian Assets or to a part of the capital stock of a Company that is the subject of a Foreign Transfer Agreement, then, if required to implement the adjustment and so far as permissible under the Law of the relevant jurisdiction, Sellers or the relevant Company and Buyer or the relevant Buying Subsidiary shall enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 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. The Sellers shall not bring any Claim against Buyer or any Buying Subsidiary, and Buyer and the Buying Subsidiaries shall not bring any Claim against any Seller, in respect of or based upon the Foreign Transfer Agreements except to the extent necessary to implement any transf...
Foreign Transfer Agreements. For those foreign jurisdictions where (i) applicable laws in such jurisdiction require any of the parties to be a party to a Foreign Transfer Agreement in order to effect the sale, assignment, transfer or delivery (as the case may be) of Table of Contents Acquired Assets in such jurisdiction, or (ii) a Foreign Transfer Agreement is otherwise deemed necessary or appropriate for tax or other purposes, the applicable Selling Subsidiary and Buyer or the appropriate Purchasing Company shall negotiate in good faith to enter into a Foreign Transfer Agreement for each such jurisdiction between the date hereof and the Closing Date.
Foreign Transfer Agreements. The transfer of each Company will, solely to the extent required by Applicable Law, be effected pursuant to individual short-form acquisition agreements (each a “Foreign Transfer Agreement”) on a country-by-country basis; provided that, in each case, the Foreign Transfer Agreements shall serve purely to effect the legal transfer of the applicable Company in the applicable jurisdictions. For the avoidance of doubt, (a) the Foreign Transfer Agreements shall not have any effect on the value being given or received by Seller or Buyer, including the allocation of assets and Liabilities as between them, all of which shall be determined solely in accordance with this Agreement, and (b) in the event of any conflict between any Foreign Transfer Agreement and this Agreement, the terms of this Agreement shall control in all respects. 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.
Foreign Transfer Agreements. The Foreign Transfer Agreements shall serve purely to effect the legal transfer or assignment of the Purchased Assets and the assumption of the Assumed Liabilities in the applicable jurisdictions. For the avoidance of doubt, (i) the Foreign Transfer Agreements shall not have any effect on the value being given or received by Seller or Buyer, including the allocation of assets and Liabilities as between them, all of which shall be determined solely in accordance with this Agreement and (ii) in the event of any conflicts between any Foreign Transfer Agreement and this Agreement, the terms of this Agreement shall control in all respects.
Foreign Transfer Agreements. Subject to the terms and conditions hereof, on or prior to the Closing Date, Sellers shall, or shall cause their respective Affiliates to, and Buyer shall, or shall cause its applicable Affiliates to, enter into such agreements (the “Foreign Transfer Agreements”) as may be reasonably necessary to provide for the transfer of the Acquired Company Interests, Additional Acquired Assets or Assumed Liabilities located outside the United States to Buyer or Buyer’s applicable Affiliates. Each such Foreign Transfer Agreement shall include such terms as may be required to satisfy the requirements of local law and cover such matters as may be agreed upon by Sellers and Buyer. Notwithstanding anything to the contrary in such Foreign Transfer Agreements, this Agreement shall govern in the event of a conflict or inconsistency between any Foreign Transfer Agreement and this Agreement.
Foreign Transfer Agreements. The assignment of the Foreign Purchased Assets, the assumption of the Foreign Assumed Liabilities and the transfer of any Foreign Purchased Shares relating to any portion of the Business located outside of the United States will, to the extent required by Applicable Law, be effected pursuant to customary short-form acquisition agreements, transfer agreements, assumption agreements, deeds, bills of sale, Intellectual Property Rights assignment agreements or other recordation documents relating to Intellectual Property Rights and other instruments of sale (as applicable and as may be required in a jurisdiction in which Applicable Law or custom requires observance of specified formalities or procedures to legally effect the assignment of such Foreign Purchased Assets, the assumption of such Foreign Assumed Liabilities or the transfer of such Foreign Purchased Shares) (each a “Foreign Transfer Agreement”) on a country-by-country basis in substantially the forms attached as Exhibit I to this Agreement unless otherwise mutually agreed between Ruby and Exxxxxx in good faith; provided, that, (a) in each case, the Foreign Transfer Agreements shall serve purely to effect such assignment, assumption or transfer; and (b) without limiting Section 2.08, Section 5.09(a) or Section 5.11(e), with respect to such Intellectual Property Rights assignment agreements or other recordation documents relating to Intellectual Property Rights that are reasonably required under the Applicable Law of the relevant jurisdiction to vest title and ownership in the applicable Emerald Entity to the Assigned IP Assets registered in jurisdictions other than the United States (the “Foreign IP Transfer Agreements”), (c) the parties shall cooperate in good faith to identify such agreements and documents, (d) the initial forms of the Foreign Transfer Agreements shall be prepared by Exxxxxx and, and (e) the final forms of such agreements and documents shall be mutually agreed by Exxxxxx and Rxxx (neither party’s agreement to be unreasonably withheld, conditioned or delayed); provided, further, that (x) in the event that, prior to Closing, Exxxxxx and Rxxx do not mutually agree on the Foreign Transfer Agreements, the Closing shall not be delayed and such assignment, assumption and transfer shall be effected using the form attached as Exhibit I to this Agreement (or in the case of any Intellectual Property Rights, any required Foreign IP Transfer Agreements) with such changes as are mutually agreed ...
Foreign Transfer Agreements. The purchase and acquisition of the Foreign Entities at the Closing will, to the extent required by applicable Law, be effected pursuant to the relevant Foreign Transfer Agreements on a country-by-country basis. The Foreign Transfer Agreements shall not have any effect on the value being given or received to any Transferred Entity by Parent and Purchaser which shall be determined solely in accordance with this Agreement and in the event of any conflicts between any Foreign Transfer Agreement and this Agreement, the terms of this Agreement shall control in all respects. Parent and Purchaser shall not, and shall cause their respective Affiliates not to, bring any Action under any Foreign Transfer Agreement.
