Common use of General Transfer Provisions Clause in Contracts

General Transfer Provisions. 1.8.1 Each Seller shall procure that each member of that Seller’s Group shall transfer the Transferred Property to the Purchaser subject to the terms set out in this Part 4 of Schedule 2 and all other applicable terms of this Agreement on the Closing Date or (if later) Property Transfer Completion. 1.8.2 The Transferred Property is sold subject to the Letting Documents (if any) but otherwise with vacant possession together with all buildings, structures, fixed plant, fixed machinery and fixed equipment thereon except as excluded in Clause 2.3.2. 1.8.3 The transfer of each Transferred Property shall contain covenants with the relevant transferor by the Purchaser to comply with the: (i) obligations arising from the matters mentioned in the Registered Title; and (ii) obligations on the part of the landlord arising under the Letting Documents (if any), insofar as the relevant transferor may remain liable directly or indirectly for them after the Closing Date or Property Transfer Completion (as the case may be) and to indemnify and keep indemnified the relevant transferor against any non-compliance, and a further covenant by the Purchaser to indemnify the relevant transferor against any liability arising under an authorised guarantee agreement (or equivalent) entered into by the relevant transferor. 1.8.4 The transfer of each Transferred Property shall be on the nearest equivalent terms that exist under local (national) law to a transfer of real property in England and Wales made with full title guarantee save that where it is a Transferred Leased Property the covenant set out in Section 4(2)(b) of the Law of Property (Miscellaneous Provisions) Xxx 0000 shall not extend to the imposition on the transferor of liability for any subsisting breach of obligation relating to the physical state of the Transferred Leased Property. 1.8.5 On the Closing Date or Property Transfer Completion (as the case may be) in respect of each of the Transferred Properties: (i) each Seller shall procure that each relevant transferor delivers to the Purchaser a duly executed transfer in respect of the relevant Transferred Property on Property Agreed Terms; and (ii) the Purchaser shall deliver to the Seller a duly executed transfer in respect of the relevant Transferred Property on Property Agreed Terms. 1.8.6 The Purchaser shall procure that all transfers are duly stamped, filed or registered at the relevant registries on a timely basis and within the statutory period (if any) and the Seller in relation to the Transferred Property in question shall promptly assist the Purchaser with any requisitions or enquiries raised in relation thereto. Any notarial fees and registration, stamp and transfer taxes and duties (or their equivalents in any jurisdiction) in connection with such transfers shall be borne as provided in Clause 15.8.

General Transfer Provisions. 1.8.1 Each The Seller shall procure that each member the relevant members of that the Seller’s Group shall transfer the Transferred Real Property to the Purchaser subject to the terms set out in this Part 4 of Schedule 2 3 and all other applicable terms of this Agreement on the Closing Date or (if later) Property Transfer Completion. 1.8.2 The Transferred Real Property is sold subject to the Letting Documents (if any) but otherwise with vacant possession together with all buildings, structures, fixed plant, fixed machinery and fixed equipment thereon except as excluded in Clause 2.3.2. 1.8.3 The transfer of each Transferred Real Property shall contain covenants with the relevant transferor Business Seller by the Purchaser to comply with thewith: (i) the obligations arising from the matters mentioned in the Registered Title; and (ii) obligations on the part of the landlord arising under the Letting Documents (if any), insofar as the relevant transferor Business Seller may remain liable directly or indirectly for them after the Closing Date or Property Transfer Completion (as the case may be) and to indemnify and keep indemnified the relevant transferor member of the Seller’s Group against any non-compliance, compliance and a further covenant by the Purchaser to indemnify the relevant transferor Business Seller against any liability arising under an authorised guarantee agreement (or equivalent) entered into by the relevant transferormember of the Seller’s Group. 1.8.4 The transfer of each Transferred Real Property shall be on the nearest equivalent terms that exist under local (national) law to a transfer of real property in England and Wales made with full title guarantee save that where it is a Transferred Leased Real Property the covenant set out in Section 4(2)(b) of the Law of Property (Miscellaneous Provisions) Xxx 0000 shall not extend to the imposition on the transferor of liability for any subsisting breach of obligation relating to the physical state of the Transferred Leased Real Property. 1.8.5 On the Closing Date or Property Transfer Completion (as the case may be) in respect of each of the Transferred Real Properties: (i) each the Seller shall procure that each the relevant transferor Business Seller delivers to the Purchaser a duly executed transfer in respect of the relevant Transferred Real Property on Property Agreed Terms; and (ii) the Purchaser shall deliver to the Seller a duly executed transfer in respect of the relevant Transferred Real Property on Property Agreed Terms. 1.8.6 The Purchaser shall shall, at its own cost and expense, procure that all transfers are duly stamped, filed or registered at the relevant registries on a timely basis and within the statutory period (if any) and the relevant Business Seller in relation to the Transferred Property in question shall promptly assist the Purchaser with any requisitions or enquiries raised in relation thereto. Any notarial fees and registration, stamp and transfer taxes and duties (or their equivalents in any jurisdiction) in connection with such transfers shall be borne as provided in Clause 15.8.

General Transfer Provisions. 1.8.1 Each 1.6.1 The Seller shall procure that each member the relevant members of that the Seller’s Group shall transfer the Transferred Real Property to the Purchaser subject to the terms set out in this Part 4 4A of Schedule 2 3 and all other applicable terms of this Agreement on the Closing Date or (if later) Property Transfer CompletionDate. 1.8.2 1.6.2 The Transferred Real Property is sold subject to the Letting Documents Leases (if any) but otherwise with vacant possession together with all buildings, structures, fixed plant, fixed machinery and fixed equipment thereon except as excluded in Clause 2.3.2. 1.8.3 1.6.3 The transfer of each Transferred Real Property shall contain covenants with the relevant transferor Business Seller by the Purchaser to comply with thewith: (i) the obligations arising from under the matters mentioned in the Registered Title; andDocuments that are to be performed by Purchaser post closing; (ii) the obligations on the part of the landlord arising under the Letting Documents Leases (if any)) that are to be performed by Purchaser post closing; and (iii) the obligations on the part of the tenant arising under the Leases, insofar as the relevant transferor Business Seller may remain liable directly or indirectly for them after the Closing Date or Property Transfer Completion (as the case may be) and to indemnify and keep indemnified the relevant transferor member of the Seller’s Group against any non-compliance, and a further covenant by the Purchaser to indemnify the relevant transferor against any liability arising under an authorised guarantee agreement (or equivalent) entered into by the relevant transferor. 1.8.4 The transfer of each Transferred Property 1.6.4 At the Closing, the Seller’s Group shall deliver or cause to be on the nearest equivalent terms that exist under local (national) law to a transfer of real property in England and Wales made with full title guarantee save that where it is a Transferred Leased Property the covenant set out in Section 4(2)(b) of the Law of Property (Miscellaneous Provisions) Xxx 0000 shall not extend delivered to the imposition on the transferor of liability for any subsisting breach of obligation relating to the physical state of the Transferred Leased Property. 1.8.5 On the Closing Date or Property Transfer Completion (as the case may be) in respect of each of the Transferred PropertiesPurchaser: (i) each Seller shall procure that each relevant transferor delivers with respect to the Purchaser Transferred Owned Real Properties, warranty deeds in a form to be agreed between the parties (acting reasonably), duly executed and acknowledged by the relevant company in the Seller’s Group; (ii) with respect to the Transferred Leased Real Properties, an assignment and assumption agreement in a form to be agreed between the parties (acting reasonably) duly executed and acknowledged by the relevant company in the Seller’s Group; (iii) a duly executed transfer in respect certificate dated as of the Closing Date and substantially in the form set forth in United States Treasury Regulations Section 1.1445-2(b)(2)(iv), stating that the relevant Transferred Property on Property Agreed Termscompany in the Seller’s Group is not a “foreign person” within the meaning of Section 1445 of the Code; and (iiiv) the Purchaser shall deliver to the Seller a copies of any reasonably required transfer tax forms or waiver forms duly executed transfer in respect of and acknowledged by the relevant Transferred Property on Property Agreed Termscompany in the Seller’s Group. 1.8.6 1.6.5 The Purchaser shall procure that all transfers are duly stamped, filed or registered at the relevant registries on a timely basis and within the statutory period (if any) and the relevant Business Seller in relation to the Transferred Property in question shall promptly assist the Purchaser with any requisitions or enquiries raised in relation thereto. Any notarial fees and registration, stamp and transfer taxes and duties (or their equivalents in any jurisdiction) in connection with such transfers shall be borne as provided in Clause 15.8.