General Transfer Obligations. On Closing or such other date as agreed between the parties, each Seller shall procure that its Share Sellers and its Business Sellers shall, and the Purchaser shall, execute and/or deliver and/or make available Local Transfer Documents and take such steps as are required to transfer the Shares and relevant Target Group Businesses in accordance with this Agreement.
General Transfer Obligations. At Closing, the Seller and the Purchaser shall take such steps as are required to transfer the Shares.
General Transfer Obligations. On Closing, the Relevant Sellers and the Relevant Purchasers shall execute and/or deliver and/or make available Local Transfer Documents and take such steps as are required to transfer the Shares and the Business Assets.
General Transfer Obligations. On Closing, the Seller and the Relevant Purchasers shall execute and/or deliver and/or make available Local Transfer Documents and take such steps as are required to transfer the Shares and the Business Assets, including but not limited to: an asset transfer agreement in the Agreed Terms between the Seller and VIA XXX.XXXXX HOLDCO, Inc.; a business intellectual property assignment between the Seller and VIA XXX.XXXXX HOLDCO, Inc.; and certain assignments of trademarks and trademark applications in the Agreed Terms.
General Transfer Obligations. On Closing or such other date as agreed between the parties, the Seller shall procure that the Business Sellers shall, and the Purchaser shall, take such steps as are required to transfer the Assets (save for the OBM Transferred Rights) and Assumed Liabilities not held by the Company in accordance with this Agreement. The Seller shall procure that the Business Sellers shall, and the Purchaser shall, take such steps as are required to transfer the OBM Transferred Rights at the OBM Transfer Date, provided that nothing in this Agreement shall affect each Party’s right to possess a share of the Ofatumumab Biological Materials in accordance with the terms of the Manufacturing and Supply Agreement.
General Transfer Obligations. On Closing, after confirmation by the Seller to the parties of receipt of the amount due, the Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer, and the Seller shall procure that the Company acknowledges such transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before a Dutch civil law notary (the “Notary”) of a notarial deed of transfer of shares in the Agreed Terms (the “Transfer Deed”). The parties do not intend this Agreement to transfer title to any of the Shares. Title to any of the Shares shall be transferred by the Transfer Deed. To the extent that the provisions of the Transfer Deed are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement, the provisions of this Agreement shall prevail.
General Transfer Obligations. On Completion, the Sellers shall execute and/or deliver and/or make available such agreements, transfers, conveyances and other documents (subject to relevant local law and otherwise as may be agreed between the Sellers and the Purchaser) and share certificates as are required to implement the transfer of the Shares to the Purchaser (or its nominee(s)) as referred to in paragraph 2.2 below (“Local Transfer Documents”) and take such other steps as are required to transfer the Shares to the Purchaser or its nominee(s), in each case, with effect on Completion.
General Transfer Obligations. On Completion the Sellers and the Purchasers shall execute and/or deliver and/or make available the Local Transfer Documents set out in Schedule 4 of this Agreement and take such steps as are required to transfer the Shares, the European Business and the German Debt to the Purchasers.
General Transfer Obligations. On Japan Completion and General Completion, the Sellers and the Purchasers shall execute and/or deliver all relevant transfer documents and take such steps as are required to transfer the relevant Sale Assets (other than the Leasehold Premises in respect of which the terms of Schedule 6 shall apply) and Transferred Employees.
General Transfer Obligations. On each Completion, the relevant Seller and the Purchaser shall take such steps as are required to transfer the Shares that are the subject of the Completion.
