Common use of Local Transfer Agreements Clause in Contracts

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, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriate.

Local Transfer Agreements. To The sale, assignment, transfer, delivery and conveyance of the extent NewCo Equity Interests and Purchased Assets, and/or the assumption of the Assumed Liabilities (as applicable), shall be effected pursuant to customary short-form transfer agreements, assumption agreements, forms, deeds (including notarial deeds), bills of sale and other instruments of sale (as applicable and as may be required in a jurisdiction in which applicable Law or custom requires pursuant to local Law observance of specified formalities or procedures (including any necessary notarizations, legalizations or other attestations and execution formalities required by applicable Law)) to legally effect a transfer the assignment, transfer, delivery and conveyance of the NewCo Equity Interests or the Local Transferred Assets, Purchased Assets or the assumption of the Assumed Liabilities to comply with 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”) Law 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(each, 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 a “Local Transfer Agreement”). The Parties covenant , unless otherwise mutually agreed in writing between Seller and agree to ensure Purchaser in good faith; provided, in each case, 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, shall serve only to effect the legal transfer of the applicable NewCo Equity Interests or Local Transferred Assets or and Purchased Assets, and/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 (as applicable), and (c) shall not have any effect on the value being given or received by Buyer and Sellers, Purchaser or the terms and conditions of the transactions contemplated herebygiven by Seller, including the allocation of assets and Liabilities as among between them, all of which shall be determined by in accordance with this Agreement, . No such Local Transfer Agreement or other agreement or document entered into or otherwise executed in order to implement any component of the Master Step Plan shall in any way modify, amend, amend or constitute a waiver of, of any provision of this Agreement or include any other Transaction Document. For additional representations or warranties, covenants or agreements except to the avoidance extent required by the Law of doubtthe applicable jurisdiction or to the extent required to effectuate the assignment, no transfer or conveyance of the applicable NewCo Equity Interests and Purchased Assets, and/or the assumption of the Assumed Liabilities (as applicable), in such jurisdiction, and, in the event of any inconsistency between this Agreement and any Local Transfer Agreement or other agreement or document entered into or otherwise executed in order to implement any component of the Master Step Plan, this Agreement will control to the extent permissible under applicable Law. The Parties shall contain not, and shall cause their respective Affiliates not to, bring any representationsProceeding under any Local Transfer Agreement, warranties or covenants other than those either (i) required by Law except to the extent necessary to enforce any transfer the of applicable NewCo Equity Interests or Local Transferred Purchased Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers thereunder in their sole discretion. Without prejudice to a manner consistent with the preceding sentence, each terms of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriatethis Agreement.

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 F 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, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by the Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriate.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant (a) The Parties do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the Equity Interests or the Local any Transferred Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction in which such transfer or assumption is required by applicable Law to be made pursuant to a Local Transfer Agreement, and any such Transferred Assets or Assumed Liabilities, as applicable, shall only be transferred or assumed by the applicable Local Transfer Agreement (which Local Transfer Agreement shall be effected pursuant subject to short-form acquisition agreements and/or stock transfer instruments (collectively, the “Local Transfer Agreements”) on a country-by-country basis substantially in terms of this Agreement and otherwise without representation or warranty of any kind or nature or any covenant or recourse following the form attached as Exhibit I or closing of such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agreetransfer). Each Local Transfer Agreement shall be consistent with the terms in a form reasonably acceptable to each of this AgreementBuyer and Seller, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to (i) the transfer deletion of the relevant Equity Interest provisions which are inapplicable to such Seller Party or Local Transferred Asset, except Buyer (or its designated Affiliate) party to the extent modifications to such applicable Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable or to the transactions contemplated herebyTransferred Assets and the Assumed Liabilities covered by such agreement, (ii) in order such changes as may be necessary to consummate satisfy 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 requirements of this Agreement and each Party agrees not toapplicable local Law, and to cause its Subsidiaries (iii) such other changes as may be reasonably agreed by Seller 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)Buyer. 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, shall serve solely to effect the legal transfer of the applicable Transferred Equity Interests or Local Transferred Assets Assets, or the assumption of any Assumed Liabilities in the applicable Assumed Liabilities. Each jurisdictions, and, for the avoidance of doubt, the 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) Agreements shall not have any effect on the value being given or received by the Seller Parties or Buyer and Sellers, or the terms and conditions remedies or claims of the transactions contemplated herebyany Party, including the allocation of assets and Liabilities as among between them, all of which shall be determined by solely in accordance with this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriate.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant required or desirable (as reasonably determined by the parties) under applicable foreign Law to local Law observance effect the Transactions, the parties shall as soon as reasonably practicable after the date of specified formalities this Agreement and no later than the Closing Date execute and deliver or procedures cause their respective Affiliates to legally effect a execute and deliver such stock, asset or business 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”), bills of sale, deeds/property transfers, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, transfer and assumption as are necessary to effect any transfer of the Transferred Assets or any assumption of the Assumed Liabilities in each territory set forth on Section 2.05 of the Disclosure Letter (which schedule may be updated or modified from time to time by agreement of Purchaser and the Seller) on a country-by-country basis at, and effective as of, the Closing. The Local Transfer Agreements shall be substantially in the form attached of Exhibit A, with such changes as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire are reasonably agreed by the parties based on the usual and Buyer may mutually agree. Each Local Transfer Agreement shall be consistent with customary practice in the terms applicable jurisdiction and the requirements of this Agreement, including with applicable foreign Law; provided that 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 parties agree and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and acknowledge 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 intended solely 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 formalize the terms and conditions of this Agreement in order to comply with any applicable foreign Law and shall be, in all respects, consistent with the transactions contemplated herebyterms and conditions set forth in this Agreement, including except as may be required by local Law. The Local Transfer Agreements shall not alter in any way the allocation of assets rights, obligations, benefits, costs and Liabilities risks established between the parties in this Agreement. Without limiting the generality of the foregoing sentence, except as among themmay be required by local Law, all Purchaser acknowledges and agrees, and shall cause the relevant Affiliate of which Purchaser that is a party to the Local Transfer Agreement to acknowledge and agree, that (a) the Seller and any relevant Affiliate of the Seller that is a party to a Local Transfer Agreement do not grant, and shall not be deemed to grant, in or in connection with the Local Transfer Agreements, any representations, warranties, guarantees, covenants or indemnities to Purchaser or the relevant Affiliate of Purchaser that is a party to the Local Transfer Agreement and (b) any liability of the Seller or any relevant Affiliate of the Seller that is a party to a Local Transfer Agreement under or in connection with a Local Transfer Agreement shall, to the extent permitted by applicable Law, be explicitly excluded. To the extent required under applicable Law, the Local Transfer Agreements shall have appropriate provisions to pay the applicable portion of the Closing Purchase Price allocated to the relevant Transferred Assets pursuant to Section 3.04 in local currency. Any amounts payable in local currency shall be determined by this Agreementreference to the Applicable Exchange Rate on the date that is five (5) Business Days prior to the Closing Date and shall reduce on a Dollar-for-Dollar basis the amount of the Closing Purchase Price payable in U.S. Dollars. The Seller shall not, or in any way modify, amend, or constitute and shall procure that no relevant Affiliate of the Seller that is a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no party to a Local Transfer Agreement and none of their legal successors will, and Purchaser shall contain not, and shall procure that no relevant Affiliate of Purchaser that is a party to a Local Transfer Agreement and none of their legal successors will, raise any representationsclaims or take any other legal action under a Local Transfer Agreement or under any Law applicable to a Local Transfer Agreement, warranties or covenants other than those either (i) required by Law except for performance claims relating to the transfer the applicable Equity Interests or Local of Transferred Assets sold under a Local Transfer Agreement. Any and all other claims relating to the sale of the Business shall be settled or litigated exclusively between the Seller and Purchaser under this Agreement. If and to the extent that any Law applicable to a Local Transfer Agreement provides for any claims or other rights of an Affiliate of Purchaser or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each of the Parties agrees Seller that if, as is a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes party to the Local Transfer Agreements and/or Agreement under or in connection with a Local Transfer Agreement, Seller shall procure that the relevant Affiliate of the Seller that is a party to the Local Transfer Agreement, and Purchaser shall procure that the relevant Affiliate of Purchaser that is a party to the Local Transfer Agreement, does not exercise such claim or other right, except as contemplated by this Section 2.05. The Seller shall indemnify and hold harmless Purchaser and the Affiliate of Purchaser that is a party to the Local Transfer Agreement 26 and Purchaser shall indemnify and hold harmless the Seller and the Affiliate of the Seller that is a party to the Local Transfer Agreement, in each case, in the event a party raises such claim or other right under a Local Transfer Agreement. Except as contemplated by this Section 2.05, the provisions in this Section 2.05 shall take priority over, and shall exclude the application of, any explicit or implied representations, warranties, guarantees, covenants or indemnities contained in the Local Transfer Agreements (as applicable) are considered reasonably necessary by or under applicable Law. In the Partiesevent of any inconsistency between this Agreement and a Local Transfer Agreement, the Parties this Agreement shall negotiate in good faith on such amendments (if any) as are reasonably appropriatecontrol.