Common use of Transfer to Distributor Clause in Contracts

Transfer to Distributor. (a) If a Baxalta Party initiates a Local Closing by electing to exercise its right to appoint a distributor (which may include a Baxter Local Entity or other Baxter Subsidiary if such entity reaches a separate agreement with a Baxalta Party to be appointed as distributor) to operate the Deferred Local Baxalta Business, at such Local Closing, the Baxter Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred Baxalta Local Business shall sell, transfer, convey and deliver to (i) the distributor, if the distributor is not a Baxter Local Entity or other Baxter Subsidiary or (ii) unless otherwise agreed by the Parties, a Baxalta Party or Baxalta Local Entity if the distributor is a Baxter Local Entity or other Baxter Subsidiary, and the applicable distributor or Baxalta Party or Baxalta Local Entity shall purchase and accept delivery of, all such Assets and the applicable distributor or Baxalta Party or Baxalta Local Entity shall accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities in exchange for a purchase price, if required, equal to the fair market value of such Deferred Local Baxalta Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta Business are to be acquired by the distributor or a Baxalta Party or Baxalta Local Entity, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. If any Third Party distributor requires that the applicable Baxter Local Entity indemnify such distributor in connection with the purchase of the applicable Assets and the assumption of the applicable Liabilities of the Deferred Local Baxalta Business, then the applicable Baxalta Party shall indemnify, hold harmless and otherwise guarantee without limitation the applicable Baxter Local Entity for any actions or claims brought against such Baxter Local Entity by the distributor pursuant to such indemnification, provided, however, that the applicable Baxter Local Entity shall not provide any indemnification to any distributor without the prior written consent of a Baxalta Party.

Transfer to Distributor. (a) If a Baxalta Party AbbVie Luxembourg initiates a Local Closing by electing and elects to exercise its right to appoint a distributor (which may include a Baxter Local Entity or other Baxter Subsidiary if such entity reaches a separate agreement with a Baxalta Party to be appointed as distributor) to operate the Deferred Local Baxalta Business, at AbbVie Business such right may be transferred by AbbVie Luxembourg to an Affiliate of AbbVie Luxembourg. At such Local Closing, the Baxter Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred Baxalta AbbVie Local Business shall sell, transfer, convey and deliver to (i) the applicable distributor, if the distributor is not a Baxter Local Entity or other Baxter Subsidiary or (ii) unless otherwise agreed by the Parties, a Baxalta Party or Baxalta Local Entity if the distributor is a Baxter Local Entity or other Baxter Subsidiary, and the applicable distributor or Baxalta Party or Baxalta Local Entity shall purchase and accept delivery of, all such Assets and the applicable distributor or Baxalta Party or Baxalta Local Entity shall accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities in exchange for a purchase price, if required, price equal to the fair market value of such Deferred Local Baxalta AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business are to be acquired by the distributor or a Baxalta Party or Baxalta Local Entitydistributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. If any Third Party distributor requires that the applicable Baxter Abbott Local Entity indemnify such distributor in connection with the purchase of the applicable Assets and the assumption of the applicable Liabilities of the Deferred Local Baxalta AbbVie Business, then AbbVie Luxembourg shall indemnify the applicable Baxalta Party shall indemnify, hold harmless and otherwise guarantee without limitation the applicable Baxter Abbott Local Entity for any actions or claims brought against such Baxter Abbott Local Entity by the distributor pursuant to such indemnification, provided, however, that the applicable Baxter Abbott Local Entity shall (i) not provide any indemnification to any distributor without the prior written consent of a Baxalta PartyAbbVie Luxembourg; and (ii) shall use commercially reasonable efforts limit the scope of any such indemnification.

Transfer to Distributor. (a) If a Baxalta Party AbbVie initiates a Local Closing by electing and elects to exercise its right to appoint a distributor (which may include a Baxter Local Entity or other Baxter Subsidiary if such entity reaches a separate agreement with a Baxalta Party to be appointed as distributor) to operate the Deferred Local Baxalta Business, at AbbVie Business such right may be transferred by AbbVie to an Affiliate of AbbVie. At such Local Closing, the Baxter Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred Baxalta AbbVie Local Business shall sell, transfer, convey and deliver to (i) the applicable distributor, if the distributor is not a Baxter Local Entity or other Baxter Subsidiary or (ii) unless otherwise agreed by the Parties, a Baxalta Party or Baxalta Local Entity if the distributor is a Baxter Local Entity or other Baxter Subsidiary, and the applicable distributor or Baxalta Party or Baxalta Local Entity shall purchase and accept delivery of, all such Assets and the applicable distributor or Baxalta Party or Baxalta Local Entity shall accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities in exchange for a purchase price, if required, price equal to the fair market value of such Deferred Local Baxalta AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business are to be acquired by the distributor or a Baxalta Party or Baxalta Local Entitydistributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. If any Third Party distributor requires that the applicable Baxter Abbott Local Entity indemnify such distributor in connection with the purchase of the applicable Assets and the assumption of the applicable Liabilities of the Deferred Local Baxalta AbbVie Business, then AbbVie shall indemnify the applicable Baxalta Party shall indemnify, hold harmless and otherwise guarantee without limitation the applicable Baxter Abbott Local Entity for any actions or claims brought against such Baxter Abbott Local Entity by the distributor pursuant to such indemnification, provided, however, that the applicable Baxter Abbott Local Entity shall (i) not provide any indemnification to any distributor without the prior written consent of a Baxalta PartyAbbVie; and (ii) shall use commercially reasonable efforts to limit the scope of any such indemnification.

Transfer to Distributor. (a) If a Baxalta Party AbbVie initiates a Local Closing by electing and elects to exercise its right to appoint a distributor (which may include a Baxter Local Entity or other Baxter Subsidiary if such entity reaches a separate agreement with a Baxalta Party to be appointed as distributor) to operate the Deferred Local Baxalta Business, at AbbVie Business such right may be transferred by AbbVie to an Affiliate of AbbVie. At such Local Closing, the Baxter Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred Baxalta AbbVie Local Business shall sell, transfer, convey and deliver to (i) the applicable distributor, if the distributor is not a Baxter Local Entity or other Baxter Subsidiary or (ii) unless otherwise agreed by the Parties, a Baxalta Party or Baxalta Local Entity if the distributor is a Baxter Local Entity or other Baxter Subsidiary, and the applicable distributor or Baxalta Party or Baxalta Local Entity shall purchase and accept delivery of, all such Assets and the applicable distributor or Baxalta Party or Baxalta Local Entity shall accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities in exchange for a purchase price, if required, price equal to the fair market value of such Deferred Local Baxalta AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business are to be acquired by the distributor or a Baxalta Party or Baxalta Local Entitydistributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. If any Third Party distributor requires that the applicable Baxter Abbott Local Entity indemnify such distributor in connection with the purchase of the applicable Assets and the assumption of the applicable Liabilities of the Deferred Local Baxalta AbbVie Business, then AbbVie shall indemnify the applicable Baxalta Party shall indemnify, hold harmless and otherwise guarantee without limitation the applicable Baxter Abbott Local Entity for any actions or claims brought against such Baxter Abbott Local Entity by the distributor pursuant to such indemnification, provided, however, that the applicable Baxter Abbott Local Entity shall (i) not provide any indemnification to any distributor without the prior written consent of a Baxalta PartyAbbVie; and (ii) shall use commercially reasonable efforts limit the scope of any such indemnification.