Local Transfer Documents Sample Clauses

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. 2.8.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that Seller against all Liabilities suffered by that Seller or its Affiliates, in either case, through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecti...

Local Transfer Documents. 2.5.1 On Closing, the Relevant Sellers 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 on Closing (the “Local Transfer Documents” and each, a “Local Transfer Document”). 2.5.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, the Seller shall indemnify the Purchaser against all Losses suffered by the Relevant Purchasers or, as the case may be, the Purchaser shall indemnify the Sellers against all Losses suffered by the Relevant Sellers, in either case through or arising from the inconsistency between the Local Transfer Document and the Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement).

Local Transfer Documents. (a) Each of the Company and the Subsidiary, 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. (b) The Local Transfer Documents shall be in substantially the form attached hereto as Exhibit A, with such modifications as are necessary and appropriate as a result of differences in local laws or customs, in order to maintain substantially the same legal meaning and effect as provided for in this Agreement. (c) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any Local Transfer Document, the terms and conditions of this Agreement shall prevail.

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”). (b) To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement, the provisions of this Agreement shall prevail in the event of any conflict or inconsistency. (c) At Closing, Mallinckrodt UK shall deliver to the Notary duly executed written shareholders’ resolutions of Mallinckrodt Netherlands and Mallinckrodt Medical B.V. respectively: (i) accepting the resignations of members of their management boards (other than any persons designated by the Buyers at least ten (10) Business Days prior to the Closing) with effect from the Effective Time and granting such members full and final discharge (décharge) for their activities as board members; and (ii) appointing any new member(s) of the management boards of Mallinckrodt Netherlands and Mallinckrodt Medical B.V. respectively (as designated by the Buyers at least ten (10) Business Days prior to the Closing) with effect from the Effective Time.

Local Transfer Documents. 12.2.1 The documents required for the sale and transfer of the relevant part of the Trenching Business by the relevant Business Seller to the Purchaser, including the documents referred to in Clause 7.4 (Completion actions) shall reflect the agreement set out in this Agreement (excluding the Schedules in which the agreed form thereof is included) with only such changes as are necessary in order to comply with the local law of the jurisdiction in which the relevant Business Seller is primarily situated or the Purchaser is incorporated or organised. To the extent that the provisions of such local documents are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (a) the provisions of this Agreement shall prevail; and (b) so far as permissible under the laws of the relevant jurisdiction, the Seller and the Purchaser shall procure that the provisions of the relevant local document are adjusted, to the extent necessary to give effect to the provisions of this Agreement. 12.2.2 Nothing in this agreement shall restrict or prohibit FSSL to merge with one or more other UK members of the Fugro Group (as defined in the W&I Agreement) provided that the Seller shall in such case cause that the legal successor of FSSL shall execute such documents and perform such acts as would otherwise be executed or performed by FSSL and assume any and all obligations of FSSL under any of the Transaction documents.

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”). (b) To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement, the provisions of this Agreement shall prevail in the event of any conflict or inconsistency.

Local Transfer Documents. Any transfer declaration, affidavit of property value or other documentation or forms required to comply with any state and/or local transfer tax requirements as to the transactions contemplated by this Agreement and any applicable county and municipal transfer tax forms, including, without limitation, the Sump Pump Certification.

Local Transfer Documents. The Parties shall negotiate in good faith prior to the Closing to enter into any agreement, transfer document or other instrument necessary to give effect to the transfer of title of any Shares or Transferred Assets, or to effectuate the assumption of the Assumed Liabilities, in any jurisdictions outside of the United States (the “Local Transfer Documents”). The Parties agree that any Local Transfer Document shall include only such provisions as are required by applicable Law to give effect to such transfer and assumption and serve purely to effect the legal transfer of the applicable Transferred Company, Transferred Assets or Assumed Liabilities in a jurisdiction outside of the United States, and shall not enlarge, affect, amend, waive or modify the rights or remedies of the Parties with regard to such transfers and assumptions or any other rights and obligations of the Parties set forth in this Agreement. In the event of any inconsistency or conflict between any Local Transfer Document and this Agreement, the provisions of this Agreement shall prevail and to the extent permissible under the Laws of the relevant jurisdiction, the Parties shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary, to give effect to the provisions of this Agreement.

Local Transfer Documents. Any transfer declaration, affidavit of property value or other documentation or forms required to comply with any state and/or local transfer tax requirements as to the transactions contemplated by this Agreement and any applicable county and municipal transfer tax forms, including, without limitation, a sump pump certification required by the Lower Swarata Township Municipal Authority with respect to the Property located at 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx (the “Sump Pump Certification”). In addition, Sellers shall cause such inspections and readings to be made (a) in order to satisfy any Illinois municipal requirements applicable to the transfers contemplated in this Agreement, and/or (b) to the extent that they are necessary in order to obtain municipal transfer stamps in connection with the conveyance of Illinois properties.

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. (b) The Local Transfer Documents shall be in substantially the form attached hereto as Exhibit A, with such modifications as are necessary and appropriate as a result of differences in local laws or customs, in order to maintain substantially the same legal meaning and effect as provided for in this Agreement. (c) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any Local Transfer Document, the terms and conditions of this Agreement shall prevail.