Common use of Local Transfer Agreements Clause in Contracts

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. To the extent required or desirable (aas reasonably determined by the Parties) In under applicable foreign Law to effect the Transactions, the Parties shall, as soon as reasonably practicable after the date hereof and no later than the Applicable Closing Date, execute and deliver or cause their respective Affiliates to execute and deliver such stock, asset or business transfer agreements, bills of sale, deeds, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, transfer and assumption, in any non-U.S. jurisdiction form whatsoever, including notarial signatures and notarial form (ithe “Local Transfer Agreements”) in which the as are necessary to effect any transfer of Transferred Assets the Purchased Assets, the Acquired Shares or any assumption of the Assumed Liabilities at the Applicable Closing to the applicable Purchaser (which transfers and assumptions shall, except as otherwise expressly set forth herein, be on an “as-is”, “where-is” basis, without representation or warranty of any kind or nature). The Local Transfer Agreements shall be in a form that is reasonably agreed upon 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 Purchased Assets, Acquired Shares 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 the Assumed Liabilities, as applicableand shall be, shall be transferred or assumed by a 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. (b) To . In the extent that applicable local law requires provisions event of any inconsistency between this Agreement and 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 control. For the avoidance of doubt, each Party shall pay their own expenses in connection with the preparation, negotiation 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 execution 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) In The Parties do not intend this Agreement to transfer title to or to constitute the sale, transfer, conveyance, assignment or delivery of any non-U.S. jurisdiction (i) in which the transfer of Transferred Assets or Asset, Equity Interest and/or the assumption of Assumed Liabilities any Transferred Liability, in any jurisdiction in which such transfer or assumption 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 TaxesAgreement, and any such Transferred Assets or Assumed LiabilitiesAssets, as applicable, Equity Interests and Transferred Liabilities shall only be transferred or assumed by a the applicable Local Transfer AgreementAgreement (which transfers and assumptions shall, except as otherwise expressly set forth herein, be on an “as-is”, “where-is” basis, without representation or warranty of any kind or nature). (b) To Notwithstanding the generality of Section 5.20(a), to the extent that applicable local law requires the provisions of a Local Transfer Agreement, and such provisions Agreement 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 the Equity Interests or the Transferred Assets or the assumption of Assumed and Liabilities), ): (i) the provisions of this Agreement shall prevail prevail; and (ii) so far as permissible under applicable Law of the relevant jurisdiction, the Seller Sellers and Purchaser Buyer shall cause the provisions of the relevant Local Transfer Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (c) No Each Party (or any of shall not, and shall cause its Affiliates) shall respective Affiliates not to, bring any claim Action (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the transactions contemplated by this Agreement) 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 or assumption of the Transferred Assets and Liabilities or the assumption of Assumed Liabilities sold Equity Interests to or assigned to Purchaser hereunder by Buyer in a manner consistent with the terms of this Agreement. All such claims Actions (except as referred to in the preceding sentence) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no party 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). To the extent that a Party does bring such a claim (except as referred to above), that Party shall indemnify the other Party (or that other Party’s relevant Affiliates) against all losses which it or they may suffer through or arising from the bringing of such claim against it or them.

Local Transfer Agreements. (a) In any non-U.S. jurisdiction (i) in which the The Parties do not intend this Agreement to transfer of Transferred Assets title to or to constitute the assumption of Assumed Liabilities any Equity Interests in any jurisdiction in which such transfer or assumption 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 TaxesAgreement, and any such Transferred Assets or Assumed Liabilitiestransferred Equity Interests, as applicable, shall only be transferred or assumed by a the applicable Local Transfer AgreementAgreement (which transfers and assumptions shall, except as otherwise expressly set forth herein, be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature). (b) To Notwithstanding the generality of Section 6.20(a), to the extent that applicable local law requires the provisions of a Local Transfer Agreement, and such provisions Agreement 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), Equity Interests): (i) the provisions of this Agreement shall prevail prevail; and (ii) so far as permissible under applicable Law of the relevant jurisdiction, the Seller Sellers and Purchaser Buyer shall cause the provisions of the relevant Local Transfer Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (c) No Each Party (or any of shall not, and shall cause its Affiliates) shall respective Affiliates not to, bring any claim Action (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the transactions contemplated by this Agreement) 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 Equity Interests sold or assigned to Purchaser Buyer hereunder in a manner consistent with the terms of this Agreement. All such claims Actions (except as referred to in the preceding sentence) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no party 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). To the extent that a Party does bring such a claim (except as referred to above), that Party shall indemnify the other Party (or that other Party’s relevant Affiliates) against all Losses which it or they may suffer through or arising from the bringing of such claim against it or them.