Local Transfer Agreements. To the extent a jurisdiction requires pursuant to local Law observance of specified formalities or procedures to legally effect a transfer of the Equity Interests or the Local Transferred Assets, or the assumption of the applicable Assumed Liabilities, such transfer or assumption shall be effected pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “Local Transfer Agreements”) on a country-by-country basis substantially in the form attached as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each Local Transfer Agreement shall be consistent with the terms of this Agreement, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the transfer of the relevant Equity Interest or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Buyer and Sellers, or the terms and conditions of the transactions contemplated hereby, i...
Local Transfer Agreements. Local Transfer Agreements" means the agreements necessary to effect the Non-US Plan (as defined in the Separation Agreement).
Local Transfer Agreements. (a) In any non-U.S. jurisdiction (i) in which the transfer of Transferred Assets or the assumption of Assumed Liabilities is required by applicable Law to be made pursuant to a Local Transfer Agreement or (ii) where Purchaser or Seller reasonably expects that using a Local Transfer Agreement to such make such transfer or assumption would reduce applicable Transfer Taxes, any such Transferred Assets or Assumed Liabilities, as applicable, shall be transferred or assumed by a Local Transfer Agreement.
(b) To the extent that applicable local law requires provisions of a Local Transfer Agreement, and such provisions are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement (or do not fully give effect to the provisions of this Agreement with respect to the transfer of Transferred Assets or the assumption of Assumed Liabilities), (i) the provisions of this Agreement shall prevail and (ii) so far as permissible under applicable Law of the relevant jurisdiction, the Seller and Purchaser shall cause the provisions of the relevant Local Transfer Agreement to give effect to the provisions of this Agreement.
(c) No Party (or any of its Affiliates) shall bring any claim against the other Party or any of its Affiliates in respect of or based upon any of the Local Transfer Agreements, except to the extent necessary to enforce any transfer of the Transferred Assets or the assumption of Assumed Liabilities sold or assigned to Purchaser hereunder in a manner consistent with the terms of this Agreement. All such claims shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the Local Transfer Agreements (but without prejudice to the establishment of the existence of the claim hereunder).
Local Transfer Agreements. (a) Section 6.11(b) of the Agreement shall be amended by replacing the period after the phrase “Asset Selling Subsidiaries” in the sixth line with the word “and”.
(b) Section 6.11(b) of the Agreement shall be further amended by adding the following sentence to the end of such section: “To the extent there are any inconsistencies between terms and conditions of the Agreement and the terms and conditions of a Local Transfer Agreement, the terms and conditions of the Agreement shall prevail.”
Local Transfer Agreements. Local Transfer Agreements" means the agreements with respect to the transfer of assets and liabilities and the provision of transitional services between Subsidiaries in the MMI Group and the Millipore Group in jurisdictions outside of the United States necessary to effect the Non-U.S. Plan (as defined in the Separation Agreement).
Local Transfer Agreements. Each Local Transfer Agreement shall be consistent with, and necessary or desirable in order to achieve, the purposes hereof, and shall maintain the same legal meaning and effect under local laws as provided in this Agreement (or as otherwise mutually acceptable to Purchaser, AMS and LiveRamp (and the relevant LiveRamp Entity or AMS Entity, as required under applicable local law) in all respects); provided that, in each case (i) to the extent permissible under local law, the Local Transfer Agreements shall serve purely to effect the legal transfer of the applicable LiveRamp Assets and LiveRamp Liabilities or AMS Assets or AMS Liabilities, as the case may be and shall not have any effect on the Assets being transferred or the Liabilities assumed in the Separation, or the terms and conditions of the transactions contemplated hereby, all of which shall be determined by this Agreement and the other Ancillary Agreements, except where required by local law, (ii) no such Local Transfer Agreement shall in any way modify, amend, or constitute a waiver of, any provision of this Agreement (except to the extent required by the laws of the applicable jurisdiction) and (iii) no such Local Transfer Agreement shall include any representations or warranties, covenants or agreements except to the extent required by the laws of the applicable jurisdiction. In the event of any inconsistency between this Agreement and a Local Transfer Agreement, this Agreement will prevail to the extent permissible under the laws of the applicable jurisdiction.
Local Transfer Agreements. (a) As soon as practicable after the date of this Agreement and to the extent required by any applicable non-U.S. Law in order to properly effect the Transfer of any Purchased Interests, Transferred Properties or Purchased Commercial Loans, the Parties shall execute any applicable local transfer agreements with respect to the applicable non-U.S. Purchased Interests, Transferred Properties or Purchased Commercial Loans in front of an appropriate notary and shall cooperate to take such other actions and file such agreements or other documents as may be necessary or desirable under applicable Law in order to effect the Transfer of all non-U.S. Purchased Interests, Transferred Properties or Purchased Commercial Loans in accordance with the terms and conditions of this Agreement.
(b) In addition, the Purchaser Parties and the Seller Parties will use their Commercially Reasonable Efforts to agree to customary transfer documentation to convey title, as required, to the Properties and Purchased Interests, as applicable, in each of the European jurisdictions in which a Transfer pursuant to this Agreement shall take place (“European Transfer Documents”). The Parties acknowledge that in each of the Czech Republic, France, Germany, Italy, Poland, Slovakia and Spain, the Transfer of the Transferred Properties and Purchased Interests is subject to the approval and/or involvement of a notary and in each of Belgium, Bulgaria and Switzerland the Transfer of the Transferred Properties is subject to the approval of a notary, and the Parties agree in each case (i) to include in the European Transfer Documents any provisions required or reasonably requested by such notary or is customary for such Transfer, and (ii) to provide to each such notary the documentation in such Party’s possession reasonably required by such notary to effect the relevant Transfer.
(c) The Purchaser Parties and the Seller Parties shall use their Commercially Reasonable Efforts to agree to customary transfer documentation to convey title to the Purchased Commercial Loans and all related Commercial Loan-Related Assets in each of the European jurisdictions in which a Transfer of a Purchased Commercial Loan pursuant to this Agreement (“European Loan Transfer Documents”). The European Loan Transfer Documents shall be consistent with the terms and conditions set forth in the applicable Purchased Commercial Loans, any applicable notarial requirements and with applicable Laws, and shall include any documentati...
Local Transfer Agreements. Notwithstanding anything to the contrary herein, and except to the extent expressly agreed otherwise under the terms of any Local Transfer Agreement each of the Parties agrees, on behalf of themselves and to the extent permitted by applicable Law, the Sellers and any nominees of Buyer acquiring any Equity Interests or Acquired Assets or assuming any Assumed Liabilities, that in the event of a conflict between the terms of this Agreement and any Local Transfer Agreement or Pre-Closing Transaction Document, the terms of this Agreement shall govern. Each Local Transfer Agreement shall serve purely to effect the legal transfer of the applicable Acquired Assets or Assumed Liabilities and shall not have any effect on the value being received by Buyer (or its nominee) or given by the Sellers and no party shall be entitled to bring a claim under any Local Transfer Agreement. Each of Buyer and PKI and their respective Affiliates will in good faith take all commercially reasonable efforts to minimize Transfer Taxes on the transactions contemplated under the Local Transfer Agreements, including, but not limited to, amending the forms of the Local Transfer Agreements, the method of transferring Acquired Assets and Assumed Liabilities thereunder, the timing of their execution and closing; and amending the method and instruments for transferring the benefit of Contracts and Leases to the Buyer Group”; provided that, in each case, no Party shall be obligated to take such action if it would increase other liabilities of such Party or its Affiliates, reduce any payment otherwise owed to such Party or its Affiliates, or otherwise enlarge the Parties’ respective obligations under this Agreement.
Local Transfer Agreements. In furtherance of the purchase and sale of the Purchased Assets pursuant to Section 2.1 and the assumption of the Assumed Liabilities pursuant to Section 2.2, subject to the conditions in this Agreement, at the Closing the Parties shall and shall cause their respective Affiliates to enter into (i) short form asset transfer agreements in the form attached hereto as Exhibit B (“Asset Transfer Agreement”), except for: (a) the deletion of provisions which are inapplicable to the Purchased Assets or Assumed Liabilities within the applicable jurisdiction; (b) such changes as may be necessary to satisfy the requirements of applicable local Law, including any delayed closing resulting from applicable Law; and (c) such changes as may be reasonably agreed upon in writing by the Parties, and (ii) such other forms and documents reasonably required to effect the transfer of the Purchased Assets and assumption of the Assumed Liabilities, in each case subject to the conditions of this Agreement (collectively, the “Transfer Agreements”). The Transfer Agreements are intended to be simple transfer agreements solely to reaffirm representations and warranties as to title and certain other matters and to ensure compliance with applicable local Laws relating to the transfer of the Purchased Assets and Assumed Liabilities or to cause the transfer of the Purchased Assets and Assumed Liabilities under applicable local Law, which cannot be accomplished through this Agreement alone.
Local Transfer Agreements. To the extent required or desirable (as reasonably determined by the Parties) under applicable foreign Law to effect the Transactions, the Parties shall execute and deliver or cause their respective Affiliates to execute and deliver such asset transfer agreements, bills of sale, deeds, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, transfer and assumption (the “Local Transfer Agreements”) as are necessary to effect any transfer of the Local Transferred Assets or any assumption of the Local Assumed Liabilities at the Closing (which transfers and assumptions shall, except as otherwise expressly set forth herein, be on an “as-is”, “where-is” basis, without 7 representation or warranty of any kind or nature). The Local Transfer Agreements shall be in form and substance reasonably agreed to by the Parties and as is customary in the applicable jurisdiction or required by applicable foreign Law; provided that the Parties agree and acknowledge that the Local Transfer Agreements are intended solely to effect the legal transfer of the applicable Local Transferred Assets, or the assumption of the Local Assumed Liabilities, and shall be, in all respects, consistent with the terms and conditions set forth in this Agreement. The Local Transfer Agreements shall not alter in any way the allocation of rights, obligations, benefits, costs and risks established between the parties in this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees, and shall cause the relevant subsidiary of Purchaser that is a party to the Local Transfer Agreement to acknowledge and agree, that Seller and any relevant subsidiary of Seller that is a party to a Local Transfer Agreement do not make or grant, and shall not be deemed to make or grant, in or in connection with the Local Transfer Agreements, any representations, warranties, guarantees, covenants or indemnities to Purchaser or the relevant subsidiary of Purchaser that is a party to the Local Transfer Agreement, other than, with respect to Seller, for the representations and warranties set forth in Article II and Article III and in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii). In the event of any inconsistency between this Agreement and a Local Transfer Agreement, this Agreement shall control. For the avoidance of doubt, Purchaser may designate one or more of its subsidiaries to acquire the Local Transferred Assets or a...
