Specific Transfer Obligations. For the purposes of compliance with paragraph 2.1, each Seller and the Purchaser shall, between the date of this Agreement and Closing, negotiate in good faith any and all Local Transfer Documents and other such steps as are required to transfer the Shares and Target Group Businesses in accordance with this Agreement.
Specific Transfer Obligations. For the purposes of compliance with paragraph 2.1 above, the Relevant Sellers and Relevant Purchasers shall do the following in relation to any Companies and Group Businesses incorporated or located in the jurisdictions listed below:
Specific Transfer Obligations. For the purposes of compliance with Paragraph 2.1, the Seller and the Purchaser shall do the following, in relation to the Group Entities incorporated in the jurisdictions listed below:
Specific Transfer Obligations. On Completion:
Specific Transfer Obligations. At the Closing, Seller shall or shall procure that the other relevant members of Seller’s Group, and Purchaser shall or shall procure that the other relevant members of Purchaser’s Group, shall take the following actions to transfer the Shares, the Business Assets and the Intra-Group Claims:
Specific Transfer Obligations. For the purposes of compliance with paragraph 2.1 of this Schedule 10, the Transferors and the Relevant Purchasers shall do the following, in relation to any Companies and Businesses that are the subject of the Closing incorporated or located in the jurisdictions listed below:
Specific Transfer Obligations. For the purposes of compliance with Paragraph 1.2(a) above, the Seller shall procure that the Business Sellers, and the Purchaser shall procure that the Business Purchasers, do the following:
(i) To the extent that they are not held by third parties at Closing, the Inventory and the Moveables shall be transferred to the relevant Business Purchaser at Closing by the relevant Business Seller delivering the aforesaid Business Assets to the relevant Business Purchaser or giving the relevant Business Purchaser access or the keys to the locations where the aforesaid Business Assets are situated, whereupon the aforesaid Business Assets shall be at the relevant Business Purchaser's full disposal.
(ii) Those Business Assets referred to in Paragraph 1.2(b)(i) above which are held by a third party at Closing, shall be transferred to the relevant Business Purchaser at Closing by virtue of, for the Local Business in the Netherlands, this Agreement (which shall constitute a deed as required under Netherlands Law), and by notices from the relevant Business Purchaser, given also on behalf of the relevant Business [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Seller, to the said third parties that the third party shall from then on hold the said Business Assets for the relevant Business Purchaser, such notices to be delivered to the third parties within ten (10) Business Days after Closing.
(iii) The Business Intellectual Property shall be transferred to the relevant Business Purchaser, in the form and on the terms set out in the Intellectual Property Transfer and License Agreement.
(iv) The Licensed Intellectual Property shall be licensed to the relevant Business Purchaser, in the form and on the terms set out in the Intellectual Property Transfer and License Agreement.
(v) With respect to any claims under Clause 2.1.1(e) and (f) of the Agreement, the rights of the relevant Business Seller thereunder shall be transferred by the relevant Business Seller to the relevant Business Purchaser at Closing by virtue of, for the Local Business in the Netherlands, this Agreement (which shall constitute a deed of assignment (akte van cessie) as required under Netherlands Law). The relevant Business Seller and the relevant Business Purchaser shall jointly notify the affected third parties of this assignment by notice delivered ...
Specific Transfer Obligations. For the purposes of compliance with Paragraph 5(a), Seller shall procure that the Share Seller, US Seller and the Business Sellers, and Purchaser shall procure that the Share Purchasers and Business Purchasers, shall do the following, in relation to the Company, the US Company and the Businesses incorporated or located in the jurisdictions listed below:
Specific Transfer Obligations. For the purposes of compliance with paragraph 2.1, the Seller shall deliver or make available to the Purchaser:
2.2.1 an instrument(s) of transfer in respect of the Shares duly executed by it in favour of the Purchaser (or its Nominee);
2.2.2 a sold note(s) in respect of the Shares duly executed by it in favour of the Purchaser (or its Nominee); and
2.2.3 duly cancelled share certificate(s) in respect of the Shares issued in the name of the Seller (or an express indemnity in a form satisfactory to the Purchaser in the case of any certificate found to be missing) if applicable.
Specific Transfer Obligations. For the purposes of compliance with paragraph 2.1, each Seller and the Purchaser shall, between the date of this Agreement and Closing, negotiate in good faith any and all Local Transfer Documents and other such steps as are required to transfer the Shares and Target Group Businesses in accordance with this Agreement. 245 Schedule 12 Post Closing Adjustments Part 1 Preparation of Closing Statement
1. PREPARATION
1.1 No later than 60 days following Closing, each Seller shall deliver to the Purchaser a Draft Closing Statement. Prior to such delivery, each Seller shall so far as is practicable consult with the Purchaser with a view to reducing the potential areas of disagreement.
1.2 In order to enable each Seller to prepare its Draft Closing Statement, the Purchaser shall keep up-to-date and, subject to reasonable notice, make available to that Seller’s representatives and to that Seller’s accountants all books and records relating to that Seller’s Target Group during normal office hours and co-operate with them with regard to the preparation, review and agreement or determination of that Draft Closing Statement. The Purchaser agrees to make available the services of the employees of that Seller’s Target Group to assist that Seller in the preparation, review and agreement or determination of that Draft Closing Statement.
