Business Transfer Agreements. Except for the Transferred Assets and Assumed Liabilities being, respectively, acquired and assumed by the Buyer itself, the transfer of the Transferred Assets and Assumed Liabilities will be effected at the Closing pursuant to short-form asset transfer agreements entered into between the applicable Seller and the applicable Buying Affiliate in a form reasonably acceptable to the Buyer and GE (the “Business Transfer Agreements”). Buyer guarantees the payment and performance of all obligations of the Buying Affiliates under the Business Transfer Agreement.
Business Transfer Agreements. Parent and Seller shall have caused each Intactix Sub to execute and deliver to Corresponding JDA Sub, a Business Transfer Agreement in substantially the form attached hereto as Exhibit E with such changes as may be required to reflect local Law requirements in each applicable jurisdiction.
Business Transfer Agreements. At the Closing, except as otherwise provided for under this Agreement or the applicable Business Transfer Agreement (as defined below), the transfer of the applicable Transferred Non-Japan Assets, Assumed Non-Japan Liabilities and the Agreed Contracts to Affiliates of the Buyer (or branches of Affiliates of the Buyer) as designated by the Buyer as promptly as reasonably practicable in each of the United States, Germany (including its branches in France, Italy and the United Kingdom), the People’s Republic of China, Hong Kong (including its branch in Taiwan), Singapore (including its branches in India and Indonesia) and South Korea will be effected pursuant to a Business Transfer Agreement for each such country on a country-by-country basis (collectively, the “Business Transfer Agreements”). Each Business Transfer Agreement shall be in the mutually agreed form, subject, in each case, to revisions as may be reasonably agreed in writing by the parties to such agreement to reflect matters applicable to their respective countries or otherwise (including with respect to applicable local law and tax considerations).
Business Transfer Agreements. (a) The Parties shall endeavor to agree in good faith on the final form of each Business Transfer Agreement, including the Transferred Assets, Assumed Liabilities, Agreed Contracts, Excluded Liabilities and Excluded Assets relevant to such Business Transfer Agreement, within sixty (60) days after the Effective Date.
(b) Any amendment to a Business Transfer Agreement shall be made in accordance with the terms of that agreement.
Business Transfer Agreements. The Parties will execute on the Effective Date (or such other date as mutually agreed) the […***…] Business Transfer Agreement to effect the transfer of assets held at the […***…] country level by Gilead to Galapagos, or its Affiliate(s), as set forth therein, including in the schedules attached thereto. To the extent necessary to effectively consummate the transfer of assets in other jurisdictions in accordance with the terms of this Agreement, the Parties will negotiate in good-faith and enter into such additional business transfer agreements, as may be required by such other jurisdictions.
Business Transfer Agreements. The transfer of the Conveyed Assets, including the Acquired Equity Interests, and the assumption of the Assumed Liabilities will be effected pursuant to short-form business transfer agreements, Intellectual Property Rights transfer agreements/assignments, and/or the assignment of equity interests or delivery of stock certificates, as applicable (the “Business Transfer Agreements”), on a country-by-country basis as agreed to by the parties. The parties shall execute and deliver or cause their respective Affiliates to execute and deliver the Business Transfer Agreements at the Closing upon the terms and subject to the conditions of this Agreement.
