Local Transfer Documents. 2.5.1 At Closing the Seller and the Relevant Purchasers shall execute such agreements, transfers, conveyances and other documents (subject to the relevant local law and otherwise as may be agreed between the Seller and the Purchaser) to implement the transfer of (i) the Shares and (ii) the VIA Operations (the “Local Transfer Documents” and each, a “Local Transfer Document”).
Local Transfer Documents. 2.8.1 On Closing or at such other time as agreed between the parties, each Seller shall procure that its Share Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such Seller and the Purchaser to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document.
Local Transfer Documents. 2.5.1 On Closing or at such other time as agreed between the parties, the Seller shall procure that the Business Sellers or the Share Seller execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between the Seller and the Purchaser to implement the transfer of the Business or the Share on Closing subject to the provisions of Schedule 25 (the “Local Transfer Documents” and each, a “Local Transfer Document”). Title shall be transferred by the applicable Local Transfer Document.
Local Transfer Documents. (a) At Closing, the Sellers and the Buyers shall, or shall cause one of their Affiliates to, execute such agreements, transfers and other documents as necessary (subject to relevant local Laws and otherwise as may be agreed between the Sellers and the Buyers) to implement the transfer of the Shares, in the case of the Netherlands Shares including but not limited to (i) a notarial deed of transfer of the Netherlands Shares under Dutch law before a Notary and (ii) a confirmation statement signed by Mallinckrodt UK and the Netherlands Buyer confirming that the conditions precedent to Closing have all either been fulfilled or waived and that the Distribution pursuant to Section 2.1(b) is complete and that, as a result of this, the sale of the Netherlands Shares is deemed to have occurred (the “Local Transfer Documents”).
Local Transfer Documents. 2.6.1 On Closing or at such other time as agreed between the parties, the Seller shall procure that the Share Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between the Seller and the Purchaser to implement the transfer of (i) the Shares and (ii) the Vaccines Group Businesses, in each case on Closing, subject to the provisions of Schedule 25 (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares, title to which shall be transferred by the applicable Local Transfer Document.
Local Transfer Documents. (a) Seller and Buyer shall, pursuant to and in accordance with the terms and conditions of this Agreement, enter into, or cause their respective Affiliates to enter into, on the Closing Date, separate bills of sale and assignment and assumption agreements (collectively, the “Local Transfer Documents”) documenting the purchase and sale of each portion of the Purchased Assets and the Assumed Liabilities to be conveyed separately to Buyer.
Local Transfer Documents. (a) Each of the Company, on the one hand, and Buyer, on the other hand, shall, pursuant to and in accordance with the terms and conditions of this Agreement, enter into, or cause their respective Affiliates to enter into, on the Closing Date, separate bills of sale and assignment and assumption agreements (the “Local Transfer Documents”) documenting the purchase and sale of each portion of the Purchased Assets and the Assumed Liabilities to be conveyed separately to Buyer. Such individual Local Transfer Documents will be used merely to memorialize the transfer of particular assets to, and the assumption of liabilities by, Buyer.
Local Transfer Documents. (a) On Completion, the Seller shall (and the Seller shall procure that the Relevant Sellers shall) and the Purchaser shall (and the Purchaser shall procure that the Relevant Purchasers shall) execute such agreements, transfers, conveyances, dispositions and other documents, to the extent required under and subject to the relevant local law and otherwise as may be agreed between the Seller and the Purchaser, to implement the transfer of:
Local Transfer Documents. The Sellers and the Buyers shall, consistent with the terms and conditions of this Agreement, enter into, or cause their respective Affiliates to enter into, on the Closing Date, separate bills of sale and assignment and assumption agreements (the “Local Transfer Documents”) as are agreed upon by the Sellers and the Buyers documenting the purchase and sale of the Stock and each portion of the Acquired Assets and the Assumed Liabilities to be conveyed separately to the Buyers or one or more of their Affiliates. Such individual Local Transfer Documents shall be used merely to memorialize the transfer of particular assets and liabilities to particular Affiliates of the Buyers. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any Local Transfer Documents, the terms and conditions of this Agreement shall prevail.
Local Transfer Documents. 2.5.1 At Closing, Seller and Purchaser shall execute or, as the case may be, shall procure the execution by the relevant Share Sellers, Business Sellers, Share Purchasers and Business Purchasers, as the case may be, of such agreements, deeds, transfers, conveyances and other documents (subject to the relevant local Law and otherwise as may be agreed between Seller and Purchaser) to implement the transfer, at Closing, of the Shares, the Businesses, the Business Assets, and the Intra-Group Claims, said documents to be substantially in the form of the documents forming part of Schedule 9 or, if not included in said Schedule, to be prepared in such form as the Parties may mutually agree to prior to Closing, (the “Local Transfer Documents” and each, a “Local Transfer Document”).
