definiens: shall mean the agreements to be entered into by Seller and/or the other Asset Selling Entities andPurchaser ( or any of its Affiliates ) for purposes of implementing the sale, transfer, conveyance, assignment, delivery and assumption, asapplicable, 8of the Transferred Assets and Assumed Liabilities to Purchaser, by such Seller and/or other Asset Selling Entities, as the case may be, inthe jurisdictions provided in Section 5.16, ( a ) in the case of each jurisdiction provided in Section 5.16(a ) ( other than France, Germany or theNetherlands ), in substantially the form attached hereto as Exhibit D-1 and with such modifications, amendments or supplements ( i ) as maybe necessary to ( A ) comply with Law in the applicable jurisdiction, or ( B ) properly account for the Transferred Assets and Assumed Liabilitiesthat are the subject of the applicable agreement, or ( ii ) as may be otherwise reasonably agreed to by Purchaser and Seller, ( b ) in the case ofFrance, in substantially the form attached hereto as Exhibit D-2 and with such modifications, amendments or supplements ( i ) as may benecessary to ( A ) comply with applicable French Law, or ( B ) properly account for the Transferred Assets and Assumed Liabilities that are thesubject of the agreement, or ( ii ) as may be otherwise reasonably agreed to by Purchaser and Seller ( such local purchase agreementcontemplated by this clause ( b ), the ), ( c ) in the case of Germany, in substantially the form attachedhereto as Exhibit D-3 and with such modifications, amendments or supplements ( i ) as may be necessary to ( A ) comply with applicableGerman Law, or ( B ) properly account for the Transferred Assets and Assumed Liabilities that are the subject of the agreement, or ( ii ) as maybe otherwise reasonably agreed to by Purchaser and Seller and ( d ) in the case of the Netherlands, in substantially the form attached heretoas Exhibit D-4 and with such modifications, amendments or supplements ( i ) as may be necessary to ( A ) comply with applicable Dutch Law, or ( B ) properly account for the Transferred Assets and Assumed Liabilities that are the subject of the agreement, or ( ii ) as may be otherwisereasonably agreed to by Purchaser and Seller ( such local purchase agreement contemplated by this clause ( d ), the )