Local Transfer Agreement definition

Local Transfer Agreement means any agreement set forth on Schedule XXII.

Local Transfer Agreement means any agreement set forth on Schedule XXIII.

Local Transfer Agreement means any agreement entered into for the purpose of effecting the Separation Transactions in accordance with the Laws of an applicable jurisdiction, including those set forth on Section 1.01(f) of the Disclosure Letter, other than any Master Ancillary Agreement.

Examples of Local Transfer Agreement in a sentence

• Each Party hereto shall, and shall cause each of its Subsidiaries to, implement the provisions of and the transactions contemplated by the Local Transfer Agreement in accordance with the immediately preceding sentence.

• To the extent any Local Transfer Agreement has included representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

• Any transfer, conveyance, acceptance or assumption made pursuant to Section 2.01(h) or Section 2.01(i) shall be treated by the Parties for all purposes of this Agreement as if it had occurred as of the Distribution or such earlier effective date as provided in an applicable Local Transfer Agreement, except as otherwise required by applicable Law.

• ITT did not reimburse Class Members in any amount for any such expenses incurred throughout the Class Period.

• Subject to Section 5.06, at each Deferred Closing, LivaNova and Purchaser shall, and shall cause their respective subsidiaries to, execute and deliver a Local Transfer Agreement and any other conveyance documents required under applicable Laws for the transfer of applicable Transferred Assets and Assumed Liabilities to Purchaser in accordance with Section 1.01 and Section 1.04.

More Definitions of Local Transfer Agreement

Local Transfer Agreement means any agreement entered into for the purpose of effecting the Separation Transactions in accordance with the Laws of an applicable jurisdiction, including those set forth on Schedule 1.01(e), other than any Master Ancillary Agreement.

Local Transfer Agreement means any agreement entered into for the purpose of effecting the Separation Transactions in accordance with the Laws of an applicable jurisdiction, including those set forth on Schedule XXI.

Local Transfer Agreement means any agreement set forth on Schedule XXII. “Managing Party” has the meaning set forth in Section 6.11(e).

Local Transfer Agreement means those certain local purchase and sale agreements substantially in the form of Exhibit T hereto to be entered into at the Closing (or the Deferred Closing, if applicable) in respect of the Purchased 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 the Purchased Assets and the assumption of the Assumed Liabilities and the transfer of employment of the Business Employees in the applicable jurisdiction on the terms and subject to the conditions of this Agreement.

Local Transfer Agreement shall have the meaning specified in Section 1.4(c).

Local Transfer Agreement means any agreement set forth on S chedule XXII. “Managing Party” has the meaning set forth in S ection 6.11(e).

Local Transfer Agreement means any agreement or instrument of conveyance or assumption (other than any Transaction Document), in each case, in a form reasonably agreed between the Parties and their respective counsel, entered into or delivered in connection with the transfer or assumption, as applicable, of the Purchased Assets or the Assumed Liabilities, in any jurisdiction where the such an agreement or instrument of conveyance or assumption is required by applicable Law.